SIMMONS
FIRST NATIONAL CORPORATION
(Exact
name of registrant as specified in its charter)
Arkansas
|
6022
|
71-0407808
|
(State
or other jurisdiction of incorporation or organization)
|
(Primary
Standard Industrial Classification Code Number)
|
(I.R.S.
Employer Identification No.)
|
501
Main Street
Pine
Bluff, Arkansas 71601
(870)
541-1000
(Address,
including zip code, and telephone number,
including
area code, of registrant’s principal executive offices)
Simmons
First National Corporation
Executive
Stock Incentive Plan - 2006
(Full
Title of the Plan)
J.
Thomas May
Chairman
of the Board and Chief Executive Officer
Simmons
First National Corporation
501
Main Street
Pine
Bluff, AR 71601
(870)
451-1000
(Name,
address, including zip code, and telephone
number,
including area code, of agent for service)
Copies
of
all Communications to:
Patrick
A. Burrow, Esq.
Quattlebaum,
Grooms, Tull & Burrow PLLC
111
Center Street, Suite 1900
Little
Rock, Arkansas 72201
CALCULATION
OF REGISTRATION FEE
|
|
Title
of each class of securities to be
registered
|
|
|
Amount
to be
registered
(1)
|
|
|
Proposed
maximum
offering
price per
share
(2)
|
|
|
Proposed
maximum
aggregate
offering
price (2)
|
|
|
Amount
of
registration
fee
|
|
Common
stock, $0.01 par value per share
|
|
|
250,000
|
|
$
|
25.89
|
|
$
|
6,472,500
|
|
$
|
692.56
|
|
(1)
The
Simmons First National Corporation Executive Stock Incentive Plan - 2006
authorizes the issuance of a maximum of 250,000 shares.
(2)
Estimated pursuant to Rule 457(c), solely for the purpose of calculating
the amount of the registration fee, based upon the average of the high and
low
prices reported on May 16, 2006, as reported on the NASDAQ Stock
Exchange.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3.
Incorporation
of Documents by Reference
Simmons
First National Corporation (the "Company") hereby incorporates by reference
in
this registration statement the following documents:
(a)
The
Company's latest annual report on Form l0-K filed pursuant to Sections l3(a)
or
l5(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
containing audited financial statements for the Company's latest fiscal year
ended December 31, 2005 as filed with the Securities and Exchange Commission
("SEC") on March 14, 2006 and the Company's report on Form l0-Q for the period
ended March 31, 2006, as filed with the SEC on May 10, 2006.
(b)
All
other reports filed pursuant to Section 13(a) or l5(d) of the Exchange Act
since
the end of the fiscal year covered by the registrant's Form 10-K referred
to in
(a) above, including but not limited to the Company's current reports on
Form
8-K dated January 20, 2006, February 27, 2006, March 2, 2006, April 20, 2006,
and April 21, 2006 and Form 8-K/A dated April 25, 2006.
(c)
The
description of the Company's Common Stock contained in the Registration
Statement on Form S-2, filed April 16, 1993 (File No. 0-06253), and any further
amendment or report filed thereafter for the purpose of updating any such
description.
All
documents subsequently filed by the Company pursuant to Sections l3(a), l3(c),
14 and l5(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this registration statement which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.
Item
4.
Description
of Securities
Not
Applicable.
Item
5.
Interests
of Named Experts and Counsel
Not
Applicable.
Item
6.
Indemnification
of Directors and Officers
Article
Sixteenth of the Company's Amended and Restated Articles of Incorporation
provides that the Company's directors will not be personally liable to the
Company or any of its shareholders for monetary damages resulting from breaches
of their fiduciary duty as directors to the fullest extent permitted by the
Arkansas Business Corporation Act of 1987, as amended. The 1987 Act permits
the
limitation of liability for monetary damages of directors for breaches of
fiduciary duty, except (a) for any breach of the director’s duty of loyalty to
the Company or its shareholders, (b) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (c) under Arkansas Code Annotated '4-27-833,
as the same exists or hereafter may be amended, (d) for any transaction from
which the director derived an improper personal benefit, or (e) for any action,
omission, transaction, or breach of a director’s duty creating any third party
liability to any person or entity other than the Company or
stockholder.
Section
4-27-850 of the Arkansas Business Corporation Act empowers Arkansas corporations
to indemnify any former or current director or officer against expenses,
judgments, fines and amounts paid in settlements actually and reasonably
incurred by him in connection with any action, suit or proceeding, if such
director or officer acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation and, with
respect to any criminal proceeding had no reasonable cause to believe his
conduct was unlawful, except that no indemnification shall be made in connection
with any action by or in the right of the corporation if such person is adjudged
to be liable for negligence or misconduct in the performance of his duty
to the
corporation, unless the court determines that despite that adjudication of
liability such person is fairly and reasonably entitled to indemnify for
such
expenses actually and reasonably incurred by him.
Article
Twelfth of the Company's Amended and Restated Articles of Incorporation provides
that the Company shall, to the full extent permitted by the Arkansas Business
Corporation Act, indemnify all persons whom it may indemnify pursuant
thereto.
The
effect
of the indemnification provisions contained in the Company's Amended and
Restated Articles of Incorporation is to require the Company to indemnify
its
directors and officers under circumstances where such indemnification would
otherwise be discretionary.
The
Company's Amended and Restated Articles of Incorporation specify that the
indemnification rights granted thereunder are enforceable contract rights
which
are not exclusive of any other indemnification rights that the director or
officer may have under any by-law, vote of shareholders or disinterested
directors or otherwise. As permitted under the Arkansas Business Corporation
Act, the Company's Amended and Restated Articles of Incorporation also authorize
the purchase of directors’ and officers’ insurance for the benefit of its past
and present directors and officers, irrespective of whether the Company has
the
power to indemnify such persons under Arkansas law. The Company currently
maintains insurance as authorized by these provisions.
The
Company's Amended and Restated Articles of Incorporation also provide that
expenses incurred by a director or officer in defending a civil or criminal
lawsuit or proceeding arising out of actions taken in his official capacity,
or
in certain other capacities, will be paid by the Company in advance of the
final
disposition of the matter upon the approval of the Board or the shareholders
and
upon receipt of an undertaking from the director or officer to repay the
sum
advanced if it is ultimately determined that he is not entitled to be
indemnified by the Company pursuant to applicable provisions of Arkansas
law.
The
indemnification provisions are not intended to deny or otherwise limit third
party or derivative suits against the Company or its directors or officers.
However, to the extent a director or officer
were entitled to indemnification, the financial burden of a third party suit
would be borne by the Company, and the Company would not benefit from derivative
recoveries since the amount of such recoveries would be repaid to the director
or officer pursuant to the agreements.
Item
7.
Exemption
from Registration Claimed
Not
Applicable.
Item
8.
Exhibits
Exhibit
Number
|
Description
of Exhibits
|
4.1
|
Simmons
First National Corporation Executive Stock Incentive Plan - 2006
(1)
|
5.1
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Opinion
of Quattlebaum, Grooms, Tull & Burrow PLLC
|
15.1
|
Awareness
Letter of BKD, LLP
|
23.1
|
Consent
of BKD, LLP
|
23.2
|
Consent
of Quattlebaum, Grooms, Tull & Burrow PLLC (included in opinion filed
as Exhibit 5.1)
|
24.1
|
Power
of Attorney (included on page S-1)
|
See
Exhibit Index.
(1)
Previously filed and incorporated by reference from registrant's Definitive
Proxy Statement Dated March 10, 2006 for the annual Meeting of Share holders
on
April 11, 2006.
Item
9.
Undertakings
The
undersigned registrant hereby undertakes:
(1)
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i)
To
include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)
To
reflect in the prospectus any facts or events arising after the effective
date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental
change
in the information set forth in the registration statement; and
(iii)
To
include any material information with respect to the plan of distribution
not
previously disclosed in the registration statement or any material change
to
such information in the registration statement; provided, however, that
paragraphs (1)(i) and (l)(ii) do not apply if the information required to
be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section
l5(d)
of the Exchange Act that are incorporated by reference in the registration
statement.
(2)
That,
for the purpose of determining any liability under the Securities Act, each
such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3)
To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
The
undersigned registrant hereby undertakes that, for purposes of determining
any
liability under the Securities Act, each filing of the registrant's annual
report pursuant to Section l3(a) or Section l5(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section l5(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar
as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act
and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted
by such
director, officer or controlling person in connection with the securities
being
registered, the registrant will, unless in the opinion of its counsel the
matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies
that
it has reasonable grounds to believe that it meets all of the requirements
for
filing on Form S-8 and has duly caused this registration statement to be
signed
on its behalf by the undersigned, thereunto duly authorized, in the City
of Pine
Bluff, Arkansas, on May 17, 2006.