THE
COMPANY
Simmons
First National Corporation is an Arkansas corporation and a financial
services
holding company with commercial banking and financial services operations
in
Arkansas. We conduct general commercial banking operations through eight
(8)
community banks, Simmons First National Bank, Simmons First Bank of Jonesboro,
Simmons First Bank of South Arkansas, Simmons First Bank of Northwest
Arkansas,
Simmons First Bank of Russellville, Simmons First Bank of Searcy, Simmons
First
Bank of El Dorado, N.A. and Simmons First Bank of Hot Springs.
Our
lending activities include both commercial and consumer loans. Loan originations
are derived from a number of sources including general and targeted advertising,
direct solicitation by its loan officers, existing savers and borrowers,
builders, attorneys, walk-in customers, real estate brokers, mortgage
loan
companies, and, in some instances, other lenders. We have developed and
implemented detailed procedures for approving and monitoring loans based
upon
the circumstances surrounding the credit, including on the size, purpose
and
type of loan.
We
offer a
variety of fiduciary services through Simmons First Trust Company, N.A.,
a
subsidiary of Simmons First National Bank, including personal trust and
estate
services, certain employee benefit accounts and plans, including individual
retirement accounts, investment management services for employee benefit
plans
and corporate trust services.
Through
our subsidiaries and independent business arrangements, we provide a
range of
financial services to individuals and small-to-medium size businesses,
including
investment services, investment brokerage services, consumer lending
and credit
life insurance sales.
Our
principal office is located at 501 Main Street, Pine Bluff, Arkansas
71601 and
our telephone number is (870) 541-1000.
USE
OF
PROCEEDS
We
will
not receive any proceeds from the sale of shares of Simmons First National
Corporation common stock by the selling shareholders.
SELLING
SHAREHOLDERS
The
issuance of shares of our common stock upon exercise of options granted
under
the Simmons First National Corporation Executive Stock Incentive Plan,
have been
registered under the Securities Act of 1933 by registration statements
on Form
S-8. This prospectus is to be used in connection with any resales of
our common
stock acquired upon the exercise of such options after the exercise date
by
persons who may be considered our "affiliates" within the meaning of
the
Securities Act of 1933.
At
the
date of this prospectus, we do not know the names of persons who
intend to
resell shares of our common stock acquired under the Plan. The selling
shareholders will be either present or former employees or executive
officers of
us or our subsidiaries who have been, or may be, granted shares of our
common stock under this plan during the period in which they serve
and may also
include persons who received such shares as gifts from the foregoing
persons.
Certain of these persons may be considered our "affiliate" within
the meaning of
the Securities Act of 1933. We will supplement the prospectus with
the names of
any affiliates selling shares and the number of shares of our common
stock to be
reoffered by them as that information becomes known.
Prior
to
the registration of the shares to be issued pursuant to the Plan, certain
employees and officers had exercised options under the Plan and had received
shares of the Company's common stock which are restricted securities.
The table
below reflects the persons who received restricted securities which are
included
in this offering and currently hold 1,000 or more shares:
Plan
Participant
|
No.
of Shares
|
Larry
Bates
|
1,860
|
Freddie
Black
|
1,706
|
Barry
Crow
|
4,800
|
Brooks
Davis
|
1,913
|
John
Dews
|
1,800
|
Robert
Dill
|
1,600
|
Robert
Fehlman
|
3,600
|
Dennis
Ferguson
|
1,800
|
Scott
M. Fife
|
1,800
|
Ben
Floriani
|
2,208
|
Craig
Hunt
|
2,281
|
Ronald
Jackson
|
6,937
|
Richard
Johnson
|
1,400
|
Tommie
Jones
|
3,360
|
Barry
Ledbetter
|
2,471
|
J.
Thomas May
|
31,335
|
Jerry
Morgan
|
1,200
|
James
Powell
|
2,280
|
H.
Glenn Rambin
|
4,400
|
John
Rush
|
1,700
|
Thomas
Spillyards
|
7,823
|
Loyd
Swope
|
2,500
|
Gene
Thomason
|
6,300
|
Glenda
Tolson
|
1,800
|
George
Walker
|
2,100
|
In
addition, certain of our employees who are not our affiliates, and who
hold
fewer than 1,000 shares received under the Plan may use this reoffer
prospectus
to sell those shares, so long as the number of shares sold by each such
employee
does not exceed 1,000.
PLAN
OF
DISTRIBUTION
The
shares
may be offered by the selling shareholders from time to time in transactions
through the NASDAQ Stock Exchange in negotiated transactions at prices
related
to prevailing market prices or at negotiated prices. The selling shareholders
may effect these transactions by selling the shares to or through broker-dealers
and these broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the selling shareholders and/or the purchaser
of
the shares for which such broker-dealers may act as agent or to whom
they sell
as principal, or both. This compensation as to a particular broker-dealer
might
be in excess of customary commissions.
There
is
no assurance that any of the selling shareholders will sell any or all
of the
shares of our common stock offered under this prospectus.
We
have
agreed to pay all expenses incurred in connection with the registration
of the
shares of our common stock offered under this prospectus, except that
the
selling shareholders shall be responsible for all underwriting discounts
and
selling commissions, fees and expenses of counsel and other advisors
to the
selling shareholders, transfer taxes and related charges in connection
with the
offer and sale of these shares.
AVAILABLE
INFORMATION
We
have
filed with the SEC under the Securities Act of 1933 a registration statement
on
Form S-8, including any amendments, that registers the distribution of
the
shares of our common stock to be issued to the selling shareholders under
the
Simmons First National Corporation Executive Stock Incentive Plan. The
registration statement, including the attached exhibits and schedules,
contains
additional relevant information about us, this plan and our common stock.
The
rules and regulations of the SEC allow us to omit certain information
included
in the registration statement from this prospectus.
In
addition, we file reports, proxy statements and other information with
the SEC
under the Securities Exchange Act of 1934. You may read and copy this
information at the following locations of the SEC:
Public
Reference Room
|
New
York Regional Office
|
Chicago
Regional Office
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450
Fifth Street, N W
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Woolworth
Center
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Citicorp
Center
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Room
1024
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233
Broadway
|
500
West Madison Street
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Washington,
D.C. 20549
|
New
York, New York 10279
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Suite
1400
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Chicago,
Illinois 60661-2511
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You
may
also obtain copies of this information by mail from the Public Reference
Section
of the SEC, 450 Fifth Street, NW., Room 1024, Washington, D.C. 20549,
at
prescribed rates. You may obtain information on the operation of the
Public
Reference Room by calling the SEC at 1-800-SEC-0330.
The
SEC
also maintains an Internet world wide web site that contains reports,
proxy
statements and other information about issuers, like us, which file
electronically with the SEC. The address of that site is http://www.sec.gov.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC
allows us to "incorporate by reference" information into this prospectus
from
documents that we have previously filed with the SEC. This means that
we can
disclose important information to you by referring you to another document
filed
separately with the SEC. These documents contain important information
about us
and our financial condition. The information incorporated by reference
is
considered to be a part of this prospectus, except for any information
that is
superseded by other information that is set forth directly in this document.
This
prospectus incorporates by reference the following documents with respect
to us
(file number: 0-06253):
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1.
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Our
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 our latest
fiscal year
ended December 31, 2005 as filed with the Securities and Exchange
Commission ("SEC") on March 14, 2006 and our report on Form
l0-Q for the
period ended March 31, 2006, as filed with the SEC on May 10,
2006.
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2.
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Our
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.
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3.
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The
description of our 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.
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4.
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All
other reports filed by us pursuant to Section 13(a) or l5(d)
of the
Exchange Act since the end of the fiscal year covered by the
Form 10-K
referred to in (a) above.
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We
incorporate by reference additional documents that we will file with
the SEC
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of
1934 between the date of this prospectus and the termination date of
this plan.
These documents include periodic reports, such as annual reports on Form
10-K,
quarterly reports on Form 10-Q and current reports on Form 8-K, as well
as proxy
statements.
You
can
obtain copies of the documents incorporated by reference in this prospectus
with
respect to us without charge, excluding any exhibits to those documents
unless
the exhibit is specifically incorporated by reference as an exhibit
in this
prospectus, by requesting them in writing or by telephone from us at
the
following:
Simmons
First National Corporation
Attention:
Corporate Secretary
501
Main
Street
P.
O. Box
7009
Pine
Bluff, Arkansas 71611
(870)
541-1000
You
can
also obtain copies of these documents from the SEC through the SEC's
Internet
world wide web site or at the SEC's address described in the section
captioned
"AVAILABLE INFORMATION" above.
LEGAL
MATTERS
The
validity of shares of our common stock offered under this prospectus
will be
passed upon on our behalf by Quattlebaum, Grooms, Tull & Burrow PLLC, Little
Rock, Arkansas.
EXPERTS
The
consolidated financial statements of Simmons First National Corporation
and
subsidiaries as of December 31, 2005 and 2004 and for each of the years
in the
three year period ended December 31, 2005, have been incorporated by
reference
herein and in the registration statement in reliance on the report of
BKD, LLP,
independent accountants, incorporated by reference herein, and given
on the
authority of said firm as experts in accounting and auditing.
You
should
rely only on the information contained in or incorporated by reference
in this
prospectus. We have not authorized anyone to provide you with information
that
is different from the information in this document. This prospectus is
dated May
17, 2006. You should not assume that the information contained in this
document
is accurate as of any date other than that date. Neither the delivery
of this
prospectus nor the issuance of options to receive our common stock under
this
plan shall create any implication to the contrary.
EXPLANATORY
NOTE
The
purpose of this registration statement on Form S-8 is to register 218,123
shares
of our common stock which has been or will be issued upon exercise of
the
underlying options awarded under the Simmons First National Corporation
Executive Stock Incentive Plan.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
documents containing the information specified in Part I of Form S-8
(plan
information and registrant information) will be sent or given to participants
of
the Simmons First National Corporation Executive Stock Incentive Plan,
as
specified by Rule 428(b)(1) under the Securities Act of 1933. Such documents
need not be filed with the Securities and Exchange Commission either
as part of
this registration statement or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Securities Act of 1933. These documents
and the
documents incorporated by reference in this registration statement pursuant
to
Item 3 of Part II of this registration statement, taken together, constitute
a
prospectus that meets the requirements of Section 10(a) of the Securities
Act of
1933.
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
The
class
of securities to be offered is registered under Section 12 of the Exchange
Act.
Item
5.
Interests
of Named Experts and Counsel
Inapplicable.
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
The
Company issued 179,700 shares of common stock pursuant to the exercise
of
incentive stock options under the Simmons First National Corporation
Executive
Stock Incentive Plan to senior management and other key employees, for
which the
specified option price was duly paid upon issuance. The issuance of these
shares
was exempt from the registration requirement of the Securities Act of
1933, as
amended, pursuant to Section 4(2) of such Act, as transactions not involving
a
public offering. No underwriter was involved in these grants.
Item
8.
Exhibits
Exhibit
Number
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Description
of Exhibits
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4.1
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Simmons
First National Corporation Executive Stock Incentive Plan
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5.1
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Opinion
of Quattlebaum, Grooms, Tull & Burrow PLLC
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15.1
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Awareness
Letter of BKD, LLP
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23.1
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Consent
of BKD, LLP
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23.2
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Consent
of Quattlebaum, Grooms, Tull & Burrow PLLC (included in opinion filed
as Exhibit 5.1)
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24.1
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Power
of Attorney (included on page S-1)
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See
Exhibit Index.
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.
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SIMMONS
FIRST
NATIONAL CORPORATION |
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By: |
/s/ J.
Thomas May |
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J.
Thomas May, Chairman of the Board
and Chief Executive Officer
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POWER
OF ATTORNEY
KNOW
ALL
MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints J. Thomas May and Robert A. Fehlman, and each
of them,
his true and lawful attorney-in-fact, as agent and with full power
of
substitution and resubstitution for him and in his name, place and
stead, in any
and all capacity, to sign any or all amendments to this Registration
Statement
and any registration statement related to the same offering as this
Registration
Statement that is to be effective upon filing pursuant to Rule 462(b)
under the
Securities Act of 1933, and to file the same, with all exhibits thereto,
and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agents in full
power and
authority to do and perform each and every act and thing requisite
and necessary
to be done in and about the premises, as fully and to all intents and
purposes
as they might or be in person, hereby ratifying and confirming all
that said
attorneys-in-fact and agents, and their substitute or substitutes,
may lawfully
do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration
Statement
has been signed by the following persons in the capacities and on the
dates
indicated.
SIGNATURE
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TITLE
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DATE
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/s/
J. Thomas May
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Chairman
of the Board and Chief Executive
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May
17, 2006
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J.
Thomas May
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Officer
(Principal Executive Officer) and Director
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/s/
Robert A. Fehlman
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Executive
Vice President & Chief Financial Officer
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May
17, 2006
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Robert
A. Fehlman
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(Principal
Financial and Accounting Officer)
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/s/
William A. Clark
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Director
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May
17, 2006
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William
A. Clark
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SIGNATURE
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TITLE
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DATE
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/s/
Steven A. Cosse'
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Director
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May
17, 2006
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Steven
A. Cosse'
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/s/
George A. Makris, Jr.
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Director
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May
17, 2006
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George
A. Makris, Jr.
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/s/
W. Scott McGeorge
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Director
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May
17, 2006
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W.
Scott McGeorge
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/s/
Harry L. Ryburn
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Director
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May
17, 2006
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Harry
L. Ryburn
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/s/
Henry F. Trotter, Jr.
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Director
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May
17, 2006
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Henry
F. Trotter, Jr.
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