SIMMONS FIRST NATIONAL CORPORATION
As
filed with the Securities and Exchange Commission on November 13, 2006.
Registration
No._____________
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
SIMMONS
FIRST NATIONAL CORPORATION
(Exact
name of registrant as specified in its charter)
Arkansas
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6022
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71-0407808
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(State
or other jurisdiction of
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(Primary
Standard Industrial
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(I.R.S.
Employer Identification No.)
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incorporation
or organization)
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Classification
Code Number)
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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
2006
Employee Stock Purchase Plan
(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
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Title
of each class of securities to be
registered
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Amount
to be
registered(1)
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Proposed
maximum
offering
price per
share(2)
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Proposed
maximum
aggregate
offering
price(2)
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Amount
of registration
fee
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Common
stock, $0.01 par value per share
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300,000
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$30.68
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$9,204,000
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$984.83
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(1)
The
Simmons First National Corporation 2006 Employee Stock Purchase Plan authorizes
the issuance of a maximum of 300,000 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 November 9, 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 March14, 2006, the Company's report on Form l0-Q for the period
ended
March 31, 2006, as filed with the SEC on May 10, 2006, the Company's report
on
Form l0-Q for the period ended June 30, 2006, as filed with the SEC on August
9,
2006 and the Company's report on Form l0-Q for the period ended September 30,
2006, as filed with the SEC on November 9, 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, April 21, 2006, June 1, 2006, July 20, 2006, July 21, 2006, August 30,
2006, September 12, 2006, October 19, 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
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Description
of Exhibits
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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-2)
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99.1
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Simmons
First National Corporation 2006 Employee Stock Purchase
Plan
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99.2
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Simmons
First National Corporation 2006 Employee Stock Purchase Plan
Offering
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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
The
Registrant
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 November 13, 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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The
Plan
Pursuant
to the requirements of the Securities Act of 1933, the trustees (or other
persons who administer the employee benefit plan) have 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 November 13, 2006.
/s/
William E. Clark
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Member,
Nominating, Compensation,
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November
13, 2006
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William
E. Clark
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and
Corporate Governance Committee
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/s/
Steven A. Cosse'
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Member,
Nominating, Compensation,
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November
13, 2006
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Steven
A. Cosse'
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and
Corporate Governance Committee
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/s/
George A. Makris, Jr.
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Member,
Nominating, Compensation,
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November
13, 2006
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George
A. Makris, Jr.
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and
Corporate Governance Committee
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/s/
W. Scott McGeorge
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Member,
Nominating, Compensation,
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November
13, 2006
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W.
Scott McGeorge
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and
Corporate Governance Committee
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/s/
Harry L. Ryburn
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Member,
Nominating, Compensation,
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November
13, 2006
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Harry
L. Ryburn
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and
Corporate Governance Committee
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/s/
Henry F. Trotter, Jr.
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Member,
Nominating, Compensation,
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November
13, 2006
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Henry
F. Trotter, Jr.
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and
Corporate Governance Committee
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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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November
13, 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
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November
13, 2006
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Robert
A. Fehlman
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Officer
(Principal Financial and Accounting Officer)
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/s/
William E. Clark
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Director
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November
13, 2006
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William
E. Clark
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/s/
Steven A. Cosse'
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Director
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November
13, 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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November
13, 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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November
13, 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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November
13, 2006
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Harry
L. Ryburn
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/s/
Robert L. Shoptaw
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Director
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November
13, 2006
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Robert
L. Shoptaw
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/s/
Henry F. Trotter, Jr.
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Director
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November
13, 2006
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Henry
F. Trotter, Jr.
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INDEX
TO
EXHIBITS
Exhibit
Number
|
|
Description
of Exhibits
|
5.1
|
|
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-2)
|
99.1
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|
Simmons
First National Corporation 2006 Employee Stock Purchase Plan
|
99.2
|
|
Simmons
First National Corporation 2006 Employee Stock Purchase Plan
Offering
|