THE FIRST BANCSHARES, INC. (OTCMKTS:FBSI) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01. Completion of Acquisition or Disposition of Assets.
Explanatory Note
This Current Report on Form 8-K/A is being filed to amend the
Current Report on Form 8-K filed by The First Bancshares, Inc.
(the Company) with the Securities and Exchange Commission on
January 4, 2017 (the Initial Report). The Company is filing this
Current Report on Form 8-K/A to (1) amend and restate an item
number contained in the Initial Report as it relates to the
acquisition of Iberville Bank (Iberville) and (2) provide the
information required by Item 9.01(a) and Item 9.01(b) of Form 8-K
to be filed by amendment as soon as practicable, but no later
than 71 calendar days after the date on which the Companys
initial report on Form 8-K was required to be filed in connection
with the Companys acquisition of Iberville.
In the Initial Report, the Company announced the consummation of
its previously announced (1) acquisition of Iberville, to that
certain Stock Purchase Agreement dated as of October 12, 2016,
between the Company and Ibervilles parent company, A. Wilberts
Sons Lumber and Shingle Co., and (2) merger with Gulf Coast
Community Bank (Gulf Coast), to that certain Agreement and Plan
of Merger, dated as of October 12, 2016, between the Company and
Gulf Coast. The Initial Report inadvertently used Item 8.01 to
report the closing of the acquisition of Iberville instead of
Item 2.01.
The Company hereby amends the Initial Report to (1) restate that
the information provided under Item 8.01 with regard to Iberville
is provided under Item 2.01 and (2) provide the historical and
pro forma information required by Item 9.01(a) and Item 9.01(b),
respectively, of Form 8-K. No other modifications to the Initial
Report are being made by this amendment. This amendment should be
read in conjunction with the Initial Report.
Item 9.01. Financial Statements and Exhibits.
| (a) | Financial Statements of Businesses Acquired. |
The Audited Consolidated Financial Statements of Iberville as of
December 31, 2016 and the Independent Auditors Report thereon, as
well as the accompanying Notes thereto, are filed as Exhibit
99.2.
| (b) | Pro Forma Financial Information. |
The Unaudited pro forma condensed combined balance sheet
as of December 31, 2016 and the Unaudited pro forma
condensed statements of operations for the twelve months ended
December 31, 2016, are filed as Exhibit 99.3.
| (d) | Exhibits. |
| Exhibit No. | Exhibit | |
| 2.1 |
Stock Purchase Agreement, dated as of October 12, 2016, between The First Bancshares, Inc. and A. Wilberts Sons Lumber and Shingle Co. (incorporated herein by reference to Exhibit 1.1 of the Companys Current Report on Form 8-K filed on October 14, 2016) |
|
| 2.2 |
Agreement and Plan of Merger, dated as of October 12, 2016, between The First Bancshares, Inc., The First, A National Banking Association and Gulf Coast Community Bank (incorporated herein by reference to Exhibit 1.2 of the Companys Current Report on Form 8-K filed on October 14, 2016) |
|
| 23.1** |
Consent of Postlethwaite Netterville, independent registered public accounting firm for Iberville |
|
| 99.1* |
Press Release: The First Bancshares, Inc. Announces the Acquisition of Iberville Bank and Gulf Coast Community Bank dated January 3, 2017 |
|
| 99.2** |
Audited Consolidated Financial Statements of Iberville as of and for the year ended December 31, 2016 and the Independent Auditors Report thereon, as well as the accompanying Notes thereto |
|
| 99.3** |
Unaudited pro forma condensed combined balance sheet as of December 31, 2016 and the Unaudited pro forma condensed combined statements of operations for the twelve months ended December 31, 2016, as well as the accompanying Notes thereto. |
* Exhibit filed with the Companys Current Report on Form 8-K
filed on January 4, 2017.
** Filed herewith.
About THE FIRST BANCSHARES, INC. (OTCMKTS:FBSI)
First Bancshares, Inc. is a holding company of First Home Savings Bank (the Bank). The Bank is primarily engaged in providing a range of banking and mortgage services to individual and corporate customers in southern Missouri. The Bank offers its services in various categories, such as online banking, personal banking and business banking. The Bank’s FirstNet provides access for various banking needs. FirstNet is a free service, including free online BillPay, which is accessible from home or office. Its personal banking services include personal checking accounts, personal savings and money market accounts, personal certificate of deposits and individual retirement accounts, and deposit rates. Its business banking services include business checking accounts, and business savings and money market accounts. The Bank has seven branch facilities in Marshfield, Ava, Kissee Mills, Gainesville, Sparta, Crane and Springfield, which are located in Missouri. THE FIRST BANCSHARES, INC. (OTCMKTS:FBSI) Recent Trading Information
THE FIRST BANCSHARES, INC. (OTCMKTS:FBSI) closed its last trading session 00.00 at 12.24 with 1,428 shares trading hands.
