Spirit of Texas Bancshares Inc. filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control of Registrant, Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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CURRENT REPORT
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| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On April 8, 2022 (the “Closing Date”), Spirit of Texas Bancshares, Inc. (the “Company” or “Spirit”) completed the transactions contemplated by the previously announced Agreement and Plan of Merger, dated as of November 18, 2021 (the “Merger Agreement”), by and between the Company and Simmons First National Corporation (“Simmons”).
On the Closing Date, Spirit was merged with and into Simmons, with Simmons continuing as the surviving corporation (the “Merger”). Immediately thereafter, Spirit’s subsidiary bank, Spirit of Texas Bank SSB, was merged with and into Simmons’ subsidiary bank, Simmons Bank, with Simmons Bank continuing as the surviving bank. The Merger Agreement and the transactions contemplated thereby, including the Merger, are more particularly described in Spirit’s Definitive Proxy Statement on Schedule DEFM14A (File No. 001-38484) filed by Spirit with the U.S. Securities and Exchange Commission (the “SEC”) on January 20, 2022.
At the effective time of the Merger (the “Effective Time”), pursuant to the terms of the Merger Agreement, each share of common stock, no par value, of Spirit (“Spirit common stock”) was converted into 1.0016722 shares of Class A Common Stock, $0.01 par value per share, of Simmons (the “Simmons common stock”), with cash paid in lieu of fractional shares of Simmons common stock and to cash out Spirit stock options and warrants that were outstanding immediately prior to the Effective Time.
The foregoing summary of the Merger Agreement and the Merger is not complete and is qualified in its entirety by reference to the complete text of the Merger Agreement, which is incorporated by reference as Exhibit 2.1 hereto and is incorporated herein by reference.
| Item 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
In connection with the consummation of the Merger, Spirit requested that the Nasdaq Stock Market (“Nasdaq”) suspend trading of Spirit common stock on Nasdaq and remove Spirit common stock from listing on Nasdaq, in each case, after the closing of the market on April 8, 2022. Spirit also requested that Nasdaq file a notification of removal from listing of Spirit common stock on Form 25 with the SEC. As a result, Spirit common stock will no longer be listed on Nasdaq.
Simmons, as successor to Spirit, intends to file a Form 15 with the SEC to request the deregistration of Spirit common stock under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the suspension of Spirit’s reporting obligations under Sections 13 and 15(d) of the Exchange Act as promptly as practicable. The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
| Item 3.03. | Material Modification to Rights of Security Holders |
As set forth under Item 2.01 of this Current Report on Form 8-K, as of the Effective Time, each holder of Spirit common stock immediately prior to the Effective Time ceased to have any rights as a shareholder of Spirit other than the right to receive the consideration as described above under Item 2.01 and subject to the terms and conditions set forth in the Merger Agreement.
The information set forth under Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
| Item 5.01. | Changes in Control of Registrant. |
On April 8, 2022, Spirit was merged with and into Simmons pursuant to the Merger Agreement, with Simmons continuing as the surviving corporation.
The information set forth under Items 2.01, 3.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As of the Effective Time, all of Spirit’s directors and executive officers ceased serving in such capacities.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws. |
At the Effective Time, the Amended and Restated Certificate of Formation, as amended, and the Second Amended and Restated Bylaws of Spirit ceased to be in effect by operation of law and the organizational documents of Simmons (as successor to Spirit by operation of law) remained the Amended and Restated Articles of Incorporation and the Amended and Restated By-Laws of Simmons, consistent with the terms of the Merger Agreement. A copy of the Amended and Restated Certificate of Incorporation and the Amended and Restated By-Laws of Simmons are incorporated by reference as Exhibits 3.1 and 3.2 hereto and are incorporated herein by reference.
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
* Previously filed. Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any document so furnished.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 11, 2022 | SIMMONS FIRST NATIONAL CORPORATION, as successor by merger to Spirit of Texas Bancshares, Inc. | |
| By: | /s/ James M. Brogdon | |
| Name: | James M. Brogdon | |
| Title: | Executive Vice President, Chief Financial Officer and Treasurer | |