SIMMONS FIRST NATIONAL CORPORATION (NASDAQ:SFNC) Files An 8-K Financial Statements and Exhibits
Item 9.01(d) of the Original Report. This Amendment does not make any other changes to the Original Report or modify or update any of the information contained therein in any way other than as described in this Explanatory Note.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 12, 2019, Simmons First National Corporation (“Corporation”) filed its Amended and Restated Articles of Incorporation (“Amended Articles”) with the Arkansas Secretary of State. The Amended Articles classify and designate the following three series of preferred stock out of the Corporation’s authorized preferred stock: Series A Preferred Stock, Par Value $0.01 Per Share (having 40,000 authorized shares) (“Series A Preferred Stock”); Series B Preferred Stock, Par Value $0.01 Per Share (having 2,000.02 authorized shares) (“Series B Preferred Stock”); and 7% Perpetual Convertible Preferred Stock, Par Value $0.01 Per Share, Series C (having 140 authorized shares) (“Series C Preferred Stock”). The Amended Articles were effective as of February 12, 2019.
The Series A Preferred Stock has a liquidation preference of $1,000 per share and is not convertible into Corporation common stock or any other security. Holders are entitled to receive cumulative dividends each February 15, May 15, August 15, and November 15. The dividend rate is 9% per annum. The Series A Preferred Stock may be redeemed at any time at the election of Simmons (and with the approval of the Federal Reserve Board of Governors) at a redemption price of 50% of the liquidation preference, plus accrued but unpaid dividends to the date of redemption. The Series A Preferred Stock ranks senior to the common stock of the Corporation with respect to the payment of dividends and rights upon the voluntary or involuntary liquidation, dissolution, or winding of the Corporation.
The Series B Preferred Stock has a liquidation preference of $1,000 per share and is not convertible into Corporation common stock or any other security. Holders are entitled to receive cumulative dividends each February 15, May 15, August 15, and November 15. The dividend rate is 9% per annum. The Series B Preferred Stock may be redeemed at any time at the election of Simmons (and with the approval of the Federal Reserve Board of Governors) at a redemption price of 50% of the liquidation preference, plus accrued but unpaid dividends to the date of redemption. Redemption of the Series B Preferred Stock is also subject to completion of the redemption of the Series A Preferred Stock. The Series B Preferred Stock ranks senior to the common stock of the Corporation with respect to the payment of dividends and rights upon the voluntary or involuntary liquidation, dissolution, or winding of the Corporation.
The Series C Preferred Stock has a liquidation preference of $1,000 per share and is convertible into Corporation common stock in accordance with the terms contained in the Amended Articles. Holders are entitled to receive cumulative dividends each February 15, May 15, August 15, and November 15. The dividend rate is 7% per annum. The Series C Preferred Stock may be redeemed at any time after December 15, 2019, at the election of Simmons (and with the approval of the Federal Reserve Board of Governors) at a redemption price of 50% of the liquidation preference, plus accrued but unpaid dividends to the date of redemption. The Series C Preferred Stock ranks senior to the common stock of the Corporation with respect to the payment of dividends and rights upon the voluntary or involuntary liquidation, dissolution, or winding of the Corporation.
The foregoing descriptions of the Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock are qualified in their entirety by reference to the Amended Articles, which are filed herewith as Exhibit 3.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIMMONS FIRST NATIONAL CORP Exhibit
EX-3.1 2 exh_31.htm EXHIBIT 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF SIMMONS FIRST NATIONAL CORPORATION Pursuant to,…
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About SIMMONS FIRST NATIONAL CORPORATION (NASDAQ:SFNC)
Simmons First National Corporation is a financial holding company. The Company’s subsidiary bank is Simmons First National Bank (Simmons Bank), a national bank. Simmons Bank and its subsidiaries provide banking services to individuals and businesses across the market areas they serve. Simmons Bank offers consumer, real estate and commercial loans, checking, savings and time deposits. It also offers a range of products and services, including credit cards, trust services, investments, agricultural finance lending, equipment lending, insurance, consumer finance and small business administration (SBA) lending. The Company conducts its banking operations through approximately 150 branches or financial centers, located in communities throughout Arkansas, Missouri, and Kansas. Its loan portfolios were loans to businesses (commercial loans, commercial real estate loans and agricultural loans) and individuals (consumer loans, credit card loans and single-family residential real estate loans).
