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As filed with the Securities and Exchange Commission on May 20, 1998
- - -------------------------------------------------------------------------------
Registration No. 33-.....
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933
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SIMMONS FIRST NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
ARKANSAS 71-0407808
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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)
J. Thomas May, Chairman of the Board
Simmons First National Corporation
501 Main Street
Pine Bluff, Arkansas 71601
(870) 541-1000
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copy to:
Patrick A. Burrow
Williams & Anderson, LLP
111 Center Street, Suite 2200
Little Rock, Arkansas 72201
(501) 372-0800
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
CALCULATION OF REGISTRATION FEE
=======================================================================================================================
<CAPTION>
Title of Each Amount Proposed Maxi- Proposed Maxi- Amount of
Class of Securities to be mum Offering mum Aggregate Registration
to be Registered Registered Price Per Unit(1) Offering Price(1) Fee
- - -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $1.00
per share . . . . 100,000 $ 46.875 $ 4,687,500.00 $ 1,382.82
=======================================================================================================================
<FN>
(1) Calculated pursuant to Rule 457(c) on the basis of the average of the high
and low reported sales prices on the NASDAQ National Market on May 14, 1998.
</FN>
</TABLE>
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SIMMONS FIRST NATIONAL CORPORATION
DIVIDEND REINVESTMENT PLAN
100,000 SHARES
CLASS A
COMMON STOCK
$1.00 Par Value Per Share
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Simmons First National Corporation (the "Company") hereby offers participation
in its Dividend Reinvestment Plan (the "Plan"). The Plan provides investors with
a convenient way to reinvest the cash dividends paid on the Class A Common
Stock, $1.00 par value per share ("Common Stock") in additional shares of Common
Stock.
Participants in the Plan may reinvest all the cash dividends paid on shares of
Common Stock registered in their name or credited to their Plan account in
additional shares of Common Stock.
The shares purchased pursuant to the Plan may be newly issued shares or
previously issued shares purchased in the open market. The price to be paid for
newly issued shares of Common Stock purchased through dividend reinvestment will
be at the average of the high and low price of the Common Stock as quoted on the
NASDAQ National Market. Any open market purchases will be made through an
independent agent selected by the Company at the prevailing market price on the
date of purchase. Prices for the Common Stock are quoted on the NASDAQ National
Market under the symbol "SFNCA."
This prospectus is being provided to prospective participants in the Plan.
Please retain this Prospectus for future reference.
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THE SECURITIES OFFERED HEREBY ARE NOT SAVINGS OR DEPOSIT ACCOUNTS AND ARE NOT
INSURED BY THE SAVINGS ASSOCIATION INSURANCE FUND OR THE BANK INSURANCE FUND OF
THE FEDERAL DEPOSIT INSURANCE CORPORATION.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-----------------------------
The date of this Prospectus is May 20, 1998.
No person has been authorized in connection with the offering made hereby to
give any information or to make any representation not contained in this
Prospectus, and, if given or made, such information or representation must not
be relied upon as having been authorized by the Company. This Prospectus does
not constitute an offer to sell or a solicitation of an offer to buy any of the
securities offered hereby to any person or by anyone in any jurisdiction in
which it is unlawful to make such offer or solicitation. Neither the delivery of
this Prospectus at any time nor any sale made hereunder shall, under any
circumstances, create any implication that the information herein is correct as
of date subsequent to the date hereof.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
concerning the Company may be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the following Regional Offices of the Commission:
Chicago Regional Office, Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661, and New York Regional Office, 7 World Trade Center,
Suite 1300, New York, New York 10048. Copies of such material can be obtained
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. The Commission maintains an Internet
site that contains reports, proxy and information statements and other
information regarding issuers who file electronically with the Commission. The
address of that site is http://www.sec.gov. In addition, reports, proxy
statements and other information concerning the Company may be inspected at the
offices of the National Association of Securities Dealers, Inc., 1735 K Street,
N.W., Washington, D.C. 20006
The Company has filed with the Commission a Registration Statement on Form S-3
(herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended. This
Prospectus does not contain all the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information, reference is hereby made
to the Registration Statement. -----------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, or the indicated portions thereof, filed with the
Commission by the Company (File No. 0-06253), are incorporated in this
Prospectus by reference:
(a) Annual Report on Form 10-K for the fiscal year ended December 31, 1997;
(b) Quarterly Report on Form 10-Q for the calendar quarter ended March 31,
1998;
(c) The description of the Company's Common Stock contained in the Registration
Statement on Form S-2 filed April 16, 1993 and any amendment or report
filed for the purpose of updating such description.
All other documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Shares hereby shall be deemed to be
incorporated by reference and to be a part of this Prospectus from the date of
the filing of such documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person to whom a copy of this
Prospectus is delivered, upon the request of any such person, a copy of any or
all of the documents incorporated herein by reference, other than the exhibits
to such information (unless such exhibits are specifically incorporated by
reference in such documents). Requests should be directed to Mr. Barry L. Crow,
Chief Financial Officer, Simmons First National Corporation, Post Office Box
7009, Pine Bluff, Arkansas 71611, telephone (870) 541-1350.
THE COMPANY
Simmons First National Corporation (the "Company") is the third largest
multi-bank holding company headquartered in Arkansas, with its corporate offices
located in Pine Bluff, Arkansas. The Company owns 7 commercial banking
institutions in the State of Arkansas. All of the Company's bank subsidiaries
offer a comprehensive range of consumer and commercial banking services to the
markets and communities which they serve. The Company through its principal
subsidiary bank, Simmons First National Bank ("Lead Bank"), offers trust and
fiduciary services and discount brokerage services. The Lead Bank also competes
for business nationally through its credit card operations. Collectively, the
Company's bank subsidiaries are sometimes referred to in this Prospectus as the
"Subsidiary Banks." The Company had total consolidated assets of approximately
$1.326 billion, total consolidated deposits of approximately $1.105 billion, and
total consolidated shareholders' equity of approximately $112 million as of
December 31, 1997.
At December 31, 1997, the Lead Bank had total assets of approximately $699
million and total deposits of approximately $560 million. The Lead Bank is the
second largest bank headquartered in Arkansas, based upon total assets at
December 31, 1997, with its offices located in Jefferson County, Sebastian
County, Pulaski County and Lincoln Counties.
The Company plans to continue to grow through expansion in Arkansas its primary
market area, by capitalizing on its presence in the Northern half of Arkansas
and by banking acquisitions which the Company believes will complement its
existing organizational structure. The Company's focus includes commercial and
agricultural lending as well as retail banking services in its primary market
areas.
The Company is incorporated under the laws of the State of Arkansas. The
executive offices of the Company are located at 501 Main Street, P. O. Box 7009,
Pine Bluff, Arkansas 71601. Its telephone number is (870) 541-1000.
USE OF PROCEEDS BY THE COMPANY
The net proceeds from the sale of shares of Common Stock that are originally
issued by the Company and offered pursuant to the Plan will be used for general
corporate purposes, including the Company's working capital needs, the funding
of investments in, or extensions of credit to, the Company's banking and
non-banking subsidiaries, possible acquisitions of other financial institutions
or their assets or liabilities, possible acquisitions of or investments in other
businesses of a type eligible for bank holding companies and possible reduction
of outstanding indebtedness of the Company.
The Company will not receive any proceeds from shares of Common Stock purchased
in open market transactions and offered pursuant to the Plan.
DESCRIPTION OF THE DIVIDEND REINVESTMENT PLAN
The following, in question and answer form, are the provisions of the Plan.
Those holders of Common Stock who do not wish to participate in the Plan will
continue to receive cash dividends, if and when declared.
PURPOSE
1. What is the purpose of the Plan?
The purpose of the Plan is to provide current holders of shares of
Common Stock with a simple and convenient way of investing cash dividends
in shares of Common Stock at the average market price, without payment of
any brokerage commissions or service charges.
When original issue shares of Common Stock are purchased from the
Company, the Company will receive the net proceeds for its use. When shares
of Common Stock are purchased in the open market, the Company will not
receive any proceeds.
ADVANTAGES
2. What are the advantages of the Plan?
Participants in the Plan may:
Reinvest automatically their dividends in shares of Common Stock at
the average market price and without any charges for brokerage commissions,
fees or record keeping. See Questions 4, 6, 9, 10, 11 and 12.
Invest the full amount of all dividends since a fractional share is
allowed to be held under the Plan. See Questions 10 and 14.
Avoid safekeeping requirements and record keeping costs through the
free custodial service and reporting provisions of the Plan. See Questions
13 and 15.
PARTICIPATION
3. Who is eligible to participate in the Plan?
Any person of legal age who is a holder of Common Stock is eligible to
participate in the Simmons First National Corporation Dividend Reinvestment
Plan. Shareholders of record of Common Stock may elect to participate with
respect to all the shares of Common Stock registered in their name.
Beneficial owners of shares of Common Stock that are registered in another
person's name who want to participate in the Plan may be required by the
record holder of such shares to have the shares registered in the
individual's own name.
4. How do shareholders enroll in the Plan?
After you receive a copy of this Prospectus, you may enroll in the
Plan by completing and signing an Authorization Card and returning it to
the Plan Administrator at the address provided in Question 7. Authorization
Cards may be obtained at any time by written request to the Company or the
Plan Administrator at the address provided in Question 7.
5. When may a shareholder join the Plan?
A shareholder may join the Plan at any time. If an Authorization Card
specifying reinvestment of dividends is received by the Plan Administrator
more than five (5) business days before the record date established for
payment of a particular dividend, reinvestment will commence with that
dividend payment. If the Authorization Card is received after that date,
the reinvestment of dividends through the Plan will begin with the next
succeeding dividend. Dividend payment dates ordinarily are the first
business day of January, April, July and October. The record date for
determining shareholders who receive dividends normally precedes the
dividend payment by about two weeks.
6. What does the Authorization Card provide?
By completing on the Authorization Card, you choose to reinvest
automatically cash dividends on all shares of which you are the owner of
record at the average market price, computed as described under Question
12.
7. Who administers the Plan for the participants?
First Commercial Trust Company, N.A. (the "Plan Administrator"), a
national banking association, administers the Plan for participants and
will perform only clerical and administrative functions in connection with
the Plan, such as arranging for the custody of share certificates, keeping
records, and sending statements of account to participants. The Plan
Administrator's mailing address is as follows:
First Commercial Trust Company, N.A.
Corporate Trust Department
400 West Capitol Avenue
Little Rock, Arkansas 72201
Common Stock purchased in the open market under the Plan will be
purchased by an independent agent which is a bank or registered
broker/dealer appointed to act as agent (the "Agent") for the participants
for the purchases and sales of Common Stock.
Common Stock acquired under the Plan will be registered in the name of
First Commercial Trust Company, N.A. (or its nominee) as administrator for
participants in the Plan.
COSTS
8. Are there any expenses to participants in connection with purchases under
the Plan?
No. Participants will incur no brokerage commissions, fees, expenses
or service charges for the purchases made under the Plan. All costs of
administration of the Plan, including brokerage fees, if any, on share
purchases will be paid by the Company.
PURCHASES
9. How are purchases of Common Stock made under the Plan?
Common Stock acquired under the Plan will be either shares purchased
in the open market by the Agent or shares newly issued by the Company. The
source of the Common Stock (i.e., open market or newly issued) will be
designated by the Company prior to the related Investment Date, but all
Common Stock acquired with respect to a single Investment Date will come
from the same source. The Company will not change the source from which
Common Stock is acquired under the Plan more than once in any three month
period.
The primary consideration in determining the source of Common Stock to
be used for purchases under the Plan is expected to be the Company's need
to increase equity capital. If the Company does not need to raise funds
externally or financing needs are satisfied using non-equity sources of
funds to maintain the Company's desired capital structure, Common Stock
purchased for participants in the Plan will be purchased in the open
market. At any time that Common Stock is purchased for Participants under
the Plan in the open market, the Company will not exercise its right to
change the source of purchases of Common Stock absent a determination by
the Company's Board of Directors or Chief Financial Officer that the
Company's need to raise additional capital has changed, whether or not
there is another valid reason for such change.
10. How many shares of Common Stock will be purchased for participants?
The number of shares of Common Stock to be purchased for a participant
depends on the amount of that participant's dividends and the market price
of the Common Stock. Each participant's account will be credited with that
number of shares, including fractions computed to three decimal places,
equal to the total amount to be invested, divided by the purchase price per
share.
In the event that open market transactions are made, the Company shall
not have any authorization or power to direct the time or price at which
Common Stock may be so purchased, or to select a broker/dealer through or
from whom purchases are to be made.
11. When will shares of Common Stock be purchased under the Plan?
Purchases of originally issued shares of Common Stock with reinvested
dividends will be made on the dividend payment date. Participants will
become the owner of the Common Stock purchased by them under the Plan on
the date of purchase; however, for federal income tax purposes, the holding
period will commence on the following day.
Common Stock purchased in the open market normally will be purchased
within three (3) business days of the dividend payment date, subject to
applicable regulatory restrictions on such purchases. Participants will
become the owners of such shares purchased for their account under the Plan
upon settlement of such purchases.
PRICE
12. At what price will shares of Common Stock be purchased under the Plan?
Originally Issued Shares
Originally issued shares of Common Stock purchased with reinvestment
dividends will be purchased at a price equal to the average of the high and
low price of the Common Stock traded on the NASDAQ National Market on the
dividend payment date as subsequently reported in the Wall Street Journal.
If there is no trading in the Common Stock on the dividend payment
date, the purchase price shall be determined by the Company on the next
preceding date on which trading occurred.
Shares Purchased in the Open Market
If the Company elects to purchase Common Stock in the open market for
the account of participants, such purchases will be made at prevailing
market prices, and the price to each participant's account for shares
purchased with reinvested dividends will be the average price of all shares
purchased for the reinvestment of each such dividend.
REPORTS TO PARTICIPANTS
13. What reports will be sent to participants in the Plan?
As soon as practicable after each purchase you will receive a
statement of your account showing amounts invested, purchase prices, shares
purchased and other information for the year to date. This statement will
provide a cost record of purchases under the Plan and should be retained
for tax purposes. Additionally, you will receive the same materials sent to
every other holder of Common Stock, including the Company's Annual and
Quarterly Reports to Shareholders, proxy statements and information for
income tax reporting.
DIVIDENDS
14. Will participants be credited with dividends on shares held in their
accounts under the Plan?
Yes. The Plan Administrator will receive dividends for all Plan shares
held on the dividend record date and will credit such dividends to
participants' accounts on the basis of full shares and fractional shares
credited to those accounts. Such dividends will be reinvested automatically
in additional shares of Common Stock.
CERTIFICATES
15. Will certificates be issued for shares of Common Stock purchased under the
Plan?
Unless requested, certificates for shares of Common Stock purchased
under the Plan will not be issued. The Plan Administrator will hold all
shares purchased under the Plan in the name of one of its nominees. The
number of shares purchased for a participant's account under the Plan will
be shown on that participant's statement of account. This convenience
protects against loss, theft or destruction of stock certificates, permits
ownership of a fractional share and reduces the cost to be borne by the
Company.
A Participant may also add shares to the account by depositing
certificates for those shares with the Plan Administrator with the request
that those shares be added to the Participant's account.
16. May shares held in the Plan be withdrawn by participants?
Certificates for any number of whole shares of Common Stock credited
to a participant's account under the Plan will be issued without charge
upon that participant's written request. Any remaining full shares and
fractional share will continue to be held in the participant's account. A
participant's written request should be mailed to the Plan Administrator.
TERMINATION OF PARTICIPATION
17. How does a participant discontinue the reinvestment of dividends under the
Plan?
A participant may discontinue the reinvestment of dividends under the
Plan by notifying the Plan Administrator in writing to that effect. This
notice should be mailed to:
First Commercial Trust Company, N.A.
Corporate Trust Department
400 West Capitol Avenue
Little Rock, Arkansas 72201
If a participant's notice of termination is received on or after the
tenth business day prior to the record date for the next dividend, that
dividend will be reinvested for the participant's account, then the account
will be terminated and all subsequent dividends on those shares will be
paid to the participant.
When a participant terminates participation in the Plan, the Plan
Administrator will issue certificates for whole shares credited to the
participant's account under the Plan, and a cash payment will be made to
the participant for the value of any fractional share.
TAX INFORMATION
18. What are the Federal Income Tax Consequences of Participation in the Plan?
Pursuant to rulings by the Internal Revenue Service in connection with
similar plans, dividends reinvested in additional shares of Common Stock
under the Plan will be treated for federal income tax purposes as having
been received by Plan participants in the form of a taxable stock
distribution. Accordingly, an amount equal to the fair market value on the
dividend payment date of the shares acquired with reinvested dividends on
that date will be treated as a dividend to Plan participants, taxable as
ordinary income to the extent of the Company's earnings and profits. The
fair market value of such shares will be based upon the average of the high
and low market prices for the shares on the dividend payment date. For each
tax year, statements of account will show the fair market value of the
Common Stock purchased with reinvested dividends, and Form 1099 mailed to
stockholders at year end will show total dividend income, including all
dividends paid in cash that are not reinvested through the Plan and the
fair market value on the dividend payment date of shares acquired with
reinvested dividends.
The tax basis of shares acquired under the Plan by reinvestment of
dividends will be equal to the fair market value of the shares on the
dividend payment date. The holding period of shares of Common Stock
acquired under the Plan, will begin on the day following the date the
shares are purchased for the account of the participant.
Participants will not realize other taxable income upon receipt of
certificates for shares credited to the participant's account, either upon
the participant's request for certificates or upon withdrawal from or
termination of the Plan. However, participants will recognize taxable gain
or loss when shares acquired under the Plan are thereafter sold or
exchanged. The amount of such gain or loss will be equal to the difference
between the amount received in exchange for the shares and the tax basis
thereof. To the extent participants receive a cash payment for fractional
shares credited to a participant's account, the cash payment will be
treated as a payment in redemption of that fractional share interest,
subject to the provisions and limitations of Section 302 of the Internal
Revenue Code (the "Code"). Under these rules the payment for fractional
shares either may be treated as a taxable dividend (in an amount equal to
the payment) or as a payment in exchange for such fractional shares,
depending upon the number of shares of stock of the Company owned by the
participant before and after the redemption. Generally, these rules will
result in the amount paid for fractional shares being treated as a taxable
dividend; however, if the participant's percentage ownership in the Company
after the redemption is less than 80% of the percentage ownership before
the redemption, or if the transaction is otherwise not essentially
equivalent to a dividend under Section 302(b)(1) of the Code, the payment
in exchange for fractional shares may qualify as a capital gain or loss
equal to the difference between the amount received in exchange for the
fractional shares and the participant's tax basis in such fractional
shares.
For corporate shareholders (other than "S" corporations), the amount
of dividends reinvested generally will be eligible for the 70% dividends
received deduction currently available under the Code with respect to
dividends received by regular corporate shareholders. No dividend exclusion
is available for individuals or "S" corporations.
In the case of foreign shareholders whose taxable income under the
Plan is subject to federal income tax withholding, an amount equal to the
dividends payable to such foreign participants, less the amount of tax
required to be withheld, will be applied to the purchase of shares of
Common Stock under the Plan.
Any brokerage fees paid by the Company for a participant must be
reported by the Company as taxable income to the participant, and the
amount of such fees will become part of the cost basis for shares purchased
on behalf of the participant, or in the case of sales, will reduce the
amount realized with respect to the sale for purposes of computing taxable
gain or loss.
The foregoing is merely a general discussion of certain of the federal
income tax consequences with respect to participation in the Plan.
Accordingly, participants should consult their own tax advisors regarding
the application of applicable tax law to their own specific situations and
with respect to applicable state and local tax laws.
OTHER INFORMATION
19. What happens if a participant sells a portion of the shares of Common Stock
registered in the participant's name?
If a participant has authorized the reinvestment of dividends on all
shares registered in his name and then disposes of a portion of those
shares, the dividends on the remaining shares will continue to be
reinvested.
20. What happens when a participant sells or transfers all of the shares
registered in his name?
If a participant disposes of all shares registered in his name and
with respect to which he participates in the Plan, the dividends on the
shares credited to that participant's account under the Plan may continue
to be reinvested or the Company may elect to terminate the account by
issuing full shares and a cash payment for any fractional share.
21. What happens if the Company has a Common Stock rights offering?
In the event the Company makes available to its shareholders rights to
purchase additional shares or other securities, such rights will be made
available to participants based on the number of shares (including any
fractional interest to the extent practicable) held in the participant's
Plan account on the record date established for determining the holders of
Common Stock entitled to such rights.
22. What happens if the Company issues a stock dividend or declares a stock
split?
Any stock dividends or split shares distributed by the Company on
shares of Common Stock credited to the participant's account under the Plan
will be added to the participant's account. Stock dividends or split shares
distributed on shares of Common Stock registered in the participant's name
but not held in the participant's account will be distributed in the same
manner as to shareholders who are not participating in the Plan.
23. How will a participant's shares be voted at meetings of shareholders?
The shares of Common Stock credited to the account of a participant
under the Plan will be included in the proxy for voting on any matters
submitted to a meeting of shareholders. The proxy will include shares of
Common Stock registered in the participant's name and shares of Common
Stock credited to the participant's account under the Plan.
If the proxy is returned properly signed and marked for voting, all
the shares covered by the proxy - those registered in the participant's
name and/or those credited to the participant's account under the Plan -
will be voted as marked. If the proxy is returned properly signed but
without indicating instructions as to the manner in which shares are to be
voted with respect to any item thereon, the shares will be voted in
accordance with the recommendations of the Board of Directors of the
Company. If the proxy is not returned, or if it is returned unexecuted or
improperly executed, a participant's shares will be voted only if the
participant votes in person.
24. May a participant sell, assign, transfer or pledge Plan shares?
No. A participant cannot sell, assign, transfer or pledge shares
credited to the participant's account for any purpose. However, the
participant may request certificates for such shares in accordance with
Question 18 above and then may sell, assign transfer or pledge the shares
upon receipt of such certificates .
25. May the Plan be changed or discontinued?
Yes. Although the Company intends to continue the Plan, the Company
reserves the right to suspend, modify or terminate the Plan at any time.
Participants will be notified of any such suspension, modification or
termination.
26. What is the responsibility of the Plan Administrator?
The Plan Administrator receives the participants' dividend payments
and invests such amounts in shares of Common Stock, maintains continuing
records of each participant's account, and advises participants as to all
transactions in and the status of their account. All notices from the Plan
Administrator to a participant will be addressed to the participant at the
last address of record with the Plan Administrator. The mailing of a notice
to a participant's last address of record will satisfy the Plan
Administrator's duty of giving notice to such participant. Therefore,
participants must promptly notify the Plan Administrator of any change of
address. Neither the Plan Administrator nor the Company shall have any
responsibility beyond the exercise of ordinary care for any reasonable and
prudent actions taken or omitted pursuant to the Plan, including, without
limitation, any claim for liability arising out of failure to terminate a
participant's account upon such participant's death or adjudicated
incompetency prior to receipt of notice in writing of such death or
adjudicated incompetency, nor shall they have any duties, responsibilities
or liabilities except such as are expressly set forth in the Plan.
Plan participants should recognize that the Company cannot assure the
participant of a profit or protection from a loss on the Common Stock
purchased under the Plan.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Arkansas Business Corporation Act which governs the corporate
affairs of the Company includes very broad powers and authority for a
corporation to indemnify its officers and directors for any expenses, costs,
judgments or settlement relating to any civil, criminal, administrative or
investigative proceeding, if the person acted in good faith and reasonably
believed his actions or conduct to have been in the best interests or not
opposed to the best interests of the corporation. Such an officer or director is
entitled by right to be indemnified for expenses if the defense of the claim is
successful and, in all other events, may indemnified as permitted by a court of
law, the determination of a directors not a party to the litigation, the written
legal opinion of an independent legal counsel or the shareholders. The Articles
of Incorporation of the Company provide for indemnification for directors,
officers and employees to the fullest extent legally permissible under the
Arkansas Business Corporation Act.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for the
Company by Williams & Anderson, LLP, Little Rock, Arkansas.
TABLE OF CONTENTS
Available Information 2
Incorporation of Certain Documents by Reference 2
The Company 3
Use of Proceeds by the Company 3
Description of the Dividend Reinvestment Plan 3
Purpose 3
Advantages 4
Participation 4
Costs 5
Purchases 5
Price 6
Reports to Participants 6
Dividends 6
Certificates 7
Termination of Participation 7
Tax Information 7
Other Information 9
Indemnification of Officers and Directors 10
Legal Matters 10
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses payable by the Company in
connection with the offering described in this Registration Statement.
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission registration fee $ 1,382.82
Legal fees 7,500.00
Accountants' fees 3,500.00
Miscellaneous expenses 3,000.00
----------
Total $15,382.82
==========
</TABLE>
Item 15. Indemnification of Directors and Officers.
Section 4-27-850 of the Arkansas Business Corporation Act contains detailed
provisions for indemnification of directors and officers of Arkansas
corporations against expenses, judgments, fines and settlements in connection
with litigation. Article TWELFTH of the Company's Amended and Restated Articles
of Incorporation, as amended, provides for indemnification of the directors and
executive officers of the Company to the fullest extent legally permissible
under the relevant provisions of the Arkansas Business Corporation Act.
Additionally, the Company has in place directors' and officers' liability
insurance coverage.
Item 16. Exhibits
Number Description
- - ------ ---------------------------------------------------------------------
3.1 Company's Amended and Restated Articles of Incorporation, as amended.
3.2 Company's By-Laws as currently in effect.
4.1 Simmons First National Corporation Dividend Reinvestment Plan
5.1 Opinion and Consent of Williams & Anderson, LLP
15.1 Letter Regarding Unaudited Interim Financial Information
23.1 Consent of Baird Kurtz & Dobson
23.2 Consent of Williams & Anderson, LLP (included in Exhibit 5).
24.1 Powers of Attorney
Item 17. 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:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, unless the information required to be included
in such post-effective amendment is contained in a periodic report
filed by registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 and incorporated herein by reference;
(b) 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, unless the information required to be
included in such post-effective amendment is contained in a periodic
report filed by registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 and incorporated herein by
reference. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(c) 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.
2. That, for the purpose of determining any liability under the Securities Act
of 1933, 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.
4. That, for purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 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
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions referred to in Item 15 above, 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 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 Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 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, State of Arkansas, on the 20th day of
May, 1998.
SIMMONS FIRST NATIONAL CORPORATION
By /s/ Barry L. Crow
----------------------------------
Barry L. Crow, Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated
on the 20th day of May, 1998.
Chairman of the Board, Chief
Executive Officer, President and
Chairman (Principal Executive Officer)
/s/ J. Thomas May
- - -------------------------
J. Thomas May
Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ Barry L.Crow
- - ------------------------
Barry L. Crow
Director
/s/ W. E. Ayres
- - ------------------------
W. E. Ayres
Director
- - ------------------------
Ben V. Floriani
Director
/s/ Lara F. Hutt, III
- - ------------------------
Lara F. Hutt, III
Director
- - ------------------------
George Makris, Jr.
Director
/s/ David R. Perdue
- - ------------------------
David R. Perdue
Director
- - ------------------------
Harry L. Ryburn
Director
/s/ Donald W. Stone
- - ------------------------
Donald W. Stone
Director
- - ------------------------
Henry F. Trotter, Jr.
INDEX TO EXHIBITS
Exhibit
Number Exhibit
3.1 Company's Restated Articles of Incorporation, as amended
3.2 Company's By-Laws as currently in effect.
4.1 Simmons First National Corporation Dividend Reinvestment Plan
5.1 Opinion and Consent of Williams & Anderson, LLP
15.1 Letter Regarding Unaudited Interim Financial Information
23.1 Consent of Baird, Kurtz & Dobson
23.2 Consent of Williams & Anderson, LLP (included in Exhibit 5.1).
24.1 Powers of Attorney
EXHIBIT 3.1
ARTICLES OF RESTATEMENT OF THE
ARTICLES OF INCORPORATION OF
SIMMONS FIRST NATIONAL CORPORATION
Pursuant to the Arkansas Business Corporation Act, Simmons First National
Corporation does hereby adopt the following Articles of Restatement of its
Articles of Incorporation:
FIRST: The name of this Corporation is SIMMONS FIRST NATIONAL CORPORATION.
SECOND: The duration of this Corporation and the period of its existence
shall be perpetual.
THIRD: The nature of the business of this Corporation and the objects and
purposes purposed to be transacted, promoted or carried on by it are as follows,
to-wit:
(a) To act as a holding company and to acquire and own stock or other
interest in other businesses of any lawful character, including
specifically banks, mortgage loan and servicing businesses, factoring
businesses, and other financially oriented businesses; and as
shareholder or as owner of other interest in such businesses, to
exercise all rights incident thereto;
(b) To do all things herein set forth, and in addition, all such other
acts and things necessary or convenient or intended for the attainment
of any of the purposes of this Corporation and to participate in,
engage in, carry on and conduct any business that a natural person
lawfully might or could do insofar as such acts and business
undertakings are permitted to be done by a corporation organized under
the general corporation laws of the State of Arkansas, with all powers
conferred upon corporations, specifically or by inference, under the
laws of the State of Arkansas.
FOURTH: The authorized capital stock of this Corporation shall consist of
30,000,000 shares of Class A common stock having a par value of $1.00 per share;
300 shares of Class B common stock having a par value of $1.00 per share; 50,000
shares of Class A preferred stock having a par value of $100.00 per share;
50,000 shares of Class B preferred stock having a par value of $100.00 per
share; all with the powers, privileges, incidents, preferences and limitations
hereinafter set forth:
(a) The entire voting power of this Corporation shall be vested in the
Class A common and Class B common stockholders, and the holders of
each share of the Class A common and Class B common stock shall be
entitled to one vote, in person or by proxy, for each share of such
stock standing in his name on the books of the Corporation. Except as
may otherwise be provided or required by law, the holders of Class A
preferred stock and Class B preferred stock shall have no power to
vote and shall not be entitled to notice of any meeting of the
stockholders of the Corporation.
(b) Class A preferred stock, which may be issued at the discretion of the
Board of Directors of the Corporation for any price not less than the
par value stated per share, shall provide for cumulative dividends at
a rate to be fixed by the Board of Directors of the Corporation prior
to the issuance thereof; shall have such options for conversion into
the common stock of the Corporation as shall be designated by the
Board of Directors; and when issued and outstanding may be redeemed by
the Corporation in the manner provided by its Bylaws and upon
authorization of the Board of Directors in whole or in part thereof at
a redemption price of Two Hundred Dollars per share together with the
amount of any accrued dividends which may have been unpaid at the time
of redemption. Class A preferred stock shall, in addition, have the
following incidents, powers, privileges, preferences and restrictions,
to-wit:
(i) In the event of dissolution, voluntary or involuntary,
liquidation or winding up of the affairs of the Corporation, or
any distribution of all of its assets to its stockholders, the
holders of record of Class A preferred stock shall be entitled to
receive One Hundred Dollars per share out of the assets available
for distribution on a par with the holders of record of Class B
preferred stock and before any other payments to stockholders are
made whatsoever. After the payment of the preferences here
provided on Class A preferred stock and elsewhere provided on
Class B preferred stock, any remaining assets available for
distribution shall be prorated to the holders of common stock. A
consolidation, merger, or amalgamation of this Corporation shall
not be deemed a distribution of assets of the Corporation within
the meaning of any of the provisions of these Articles of
Incorporation.
(ii) The dividends, at the rate established by the Board of Directors
upon the issuance of Class A preferred stock, shall be cumulative
so that if the Corporation fails in any fiscal year to pay such
dividends on all of the issued and outstanding Class A preferred
stock, such deficiency in the dividends shall be fully paid, but
without interest, before any dividends shall be paid on or set
apart for any other class of stock outstanding from the
Corporation. Subject to this provision and other provisions for
preferences upon dissolution or liquidation, Class A preferred
stock shall not be entitled to participate in any other or
additional surplus or net profits of the Corporation.
(iii)In the exercise of its right of redemption of Class A preferred
stock, the Board of Directors of the Corporation shall have full
power and discretion to select from the outstanding Class A
preferred stock of the Corporation particular shares for
redemption, and its proceedings in this connection shall not be
subject to attack except for actual and intentional fraud. In all
instances, the Board shall have complete authority to determine
upon and take all the necessary proceedings fully to effect the
redemption, calling in and retirement of the shares selected for
redemption, and the cancellation of the certificates representing
such shares. Upon completion of such proceedings, the rights of
the holders of the shares of such preferred stock which have been
redeemed and called in shall in all respects cease, except that
holders shall be entitled to receive the redemption price for
their respective shares.
(iv) Whenever any shares of Class A preferred stock of the Corporation
are purchased or redeemed as herein authorized, the Corporation
may, by resolution of its Board of Directors, retire such shares,
and thereupon this Corporation shall, in connection with the
retirement of such shares, cause to be filed a certificate of
reduction of capital.
(v) The Board of Directors may elect to issue the Class A preferred
stock authorized for this Corporation in series each having such
dividend rates and conversion options into the common stock of
this Corporation as they may elect at the time of the issue of
any series and these rights and incidents may differ between such
series, provided that the required filing of a certificate
stating the respective rights and incidents of each series are
filed as required by law.
(c) Class B preferred stock, which may be issued at the discretion of the
Board of Directors of the Corporation for any price not less than the
par values stated per share, shall provide for preferential (after
payment of dividends on any outstanding Class A preferred stock)
non-cumulative dividends at a rate to be fixed by the Board of
Directors of the Corporation prior to the issuance thereof; shall have
such conversion options as shall be designated by the Board of
Directors into the common stock of the Corporation and the time and
method within which the same may be exercised; and when issued and
outstanding may be redeemed by the Corporation in the manner provided
by its Bylaws and upon authorization of the Board of Directors in
whole or in any part thereof at a redemption price of Two Hundred
Dollars per share together with the amount of any accrued dividends
which may have been declared but remain unpaid at the time of
redemption. Class B preferred stock shall, in addition, have the
following incidents, powers, privileges, preferences and restrictions,
to-wit:
(i) In the event of any dissolution, voluntary or involuntary,
liquidation or winding up of the affairs of the Corporation, or
any distribution of all of its assets to its stockholders, the
holders of record of Class B preferred stock shall be entitled to
receive One Dollar per share out of the assets available for
distribution on a par with the holders of Class A preferred
stock. After the payment of the preferences here provided for,
Class B preferred stock and as elsewhere herein provided for
Class A preferred stock, any remaining assets available for
distribution will be prorated to the holders of the common stock.
A consolidation, merger or amalgamation of the Corporation shall
not be deemed a distribution of assets of the Corporation within
the meaning of any of the provisions of these Articles of
Incorporation.
(ii) The dividends, at the rate established by the Board of Directors
upon the issuance of Class B preferred stock, shall be
non-cumulative, but such dividends shall be paid before any
dividends are declared or paid on any other class of stock
outstanding from the Corporation, except the dividend established
by the Board of Directors on Class A preferred stock then
outstanding. Subject to this provision and other provisions for
preferences upon dissolution or liquidation, holders of Class B
preferred stock shall not be entitled to participate in any other
or additional surplus or net profits of the Corporation.
(iii)In the exercise of its right of redemption of Class B preferred
stock, the Board of Directors of the Corporation shall have full
power and discretion to select from the outstanding Class B
preferred stock of the Corporation particular shares for
redemption, and its proceedings in this connection shall not be
subject to attack except for actual and intentional fraud. In all
instances, the Board shall have complete authority to determine
upon and take the necessary proceedings fully to effect the
redemption, calling in and retirement of the shares selected for
redemption, and the cancellation of the certificates representing
such shares. Upon completion of such proceedings, the rights of
holders of the shares of such preferred stock which have been
redeemed and called in shall in all respects cease, except that
such holders shall be entitled to receive the redemption price
for their respective shares.
(iv) Whenever any shares of Class B preferred stock of the Corporation
are purchased or redeemed as herein authorized, the Corporation
may, by resolution of its Board of Directors, retire such shares,
and thereupon this Corporation shall, in connection with the
retirement of such shares, cause to be filed a certificate of
reduction of capital.
(v) The Board of Directors may elect to issue the Class B preferred
stock authorized for this Corporation in series, each having such
dividend rates and conversion options into the common stock of
this Corporation as they may elect at the time of the issue of
any series, and these rights and incidents may be differ between
each series, provided that the required filing of a certificate
stating the respective rights and incidents of each series are
filed as required by law.
(d) Certificates evidencing the allotment of shares to subscribers vest in
the subscriber or his assignee, to the extent of actual ownership as
provided by law, the right to participate in dividends and vote shares
or fractional shares of stock.
(e) In the event that two successive annual dividends payable on the Class
A preferred stock are in default, then immediately upon the happening
of such event and until such defaults and all defaults subsequent
thereto are made good, the holders of Class A preferred stock shall be
entitled to one vote for each share of such stock at any meeting of
the Corporation in the same manner and to the same extent as if such
share of Class A preferred stock were a share of Class A common stock
or Class B common stock of the Corporation. Upon payment in full of
the defaulted dividends, the voting power shall again be vested
exclusively in the common stockholders.
(f) No stockholder of the Corporation, whether of common or preferred
stock, shall because of his ownership of stock have a pre-emptive or
other right to purchase, subscribe for, or take any part of the stock
or any part of the notes, debentures, bonds or other securities
convertible into or carrying options or warrants to purchase stock of
the Corporation issued, optioned, or sold by it. Any part of the
capital stock and any part of the notes, debentures, bonds or other
securities convertible into or carrying options or warrants to
purchase stock of the Corporation authorized by the Articles of
Incorporation or any amendment thereto duly filed, may at any time be
issued, optioned for sale, and sold or disposed of by the Corporation
pursuant to resolution of its Board of Directors to such persons and
upon such terms as to such Board may seem proper without first
offering such stock or securities or any part thereof to existing
stockholders of any class.
(g) The Board of Directors of the Corporation shall have the power, at
their discretion, to prepare and cause to be issued convertible bonds
or debentures of the Corporation, whether or not secured by a sinking
fund, pledge or other commitment, having such rights, conversion
options into the common or preferred stock of the Corporation, bearing
such interest, having such maturity dates, with such restrictions,
incidents, privileges, and characteristics, and in such amounts, total
and individually, as may be determined by the Board of Directors to be
appropriate for the corporate purposes.
FIFTH: The Corporation shall not commence business until it has received
consideration of the value of at least Three Hundred Dollars for the issuance of
its shares of stock.
SIXTH: The initial office of the Corporation shall be at Fifth and Main
Streets in the City of Pine Bluff, Arkansas, and the name of the resident agent
of the Corporation is J. Thomas May, whose address is 2111 Country Club Lane,
Pine Bluff, Arkansas.
SEVENTH: The name and post office address of the incorporator is Wayne A.
Stone, 10 Westridge Drive, Pine Bluff, Arkansas.
EIGHTH: The Board of Directors of this Corporation shall consist of not
less than five (5) nor more than twenty-five (25) persons, the exact number of
directors within such minimum and maximum limits to be fixed and determined,
from time to time, by resolution of majority of the full Board of Directors or
by resolution of the shareholders at any annual or special meeting thereof. Any
vacancy in the Board of Directors for any reason, including an increase in the
number thereof, may be filled by action of the Board of Directors.
NINTH: The affairs and business of this Corporation shall be controlled and
conducted by the Board of Directors. The Board of Directors may make By-Laws for
the management of the affairs and business of this Corporation, from time to
time, and may amend or repeal such By-Laws. In addition, the Corporation and
Board of Directors shall have all the powers provided for boards of directors
and corporations under the laws of the State of Arkansas, including, but not
limited to, the power to create an Executive Committee from among their number,
to provide for the day-to-day management and operations of the Corporation's
affairs.
TENTH: The private property of the stockholders shall not be subject to the
payment of the corporate debts to any extent whatsoever.
ELEVENTH: (a)(1) Except as otherwise expressly provided in this Article, in
the event that any person becomes an Interested Stockholder (as hereinafter
defined), then any acquisition of additional Voting Shares (as hereinafter
defined), other than through a Business Combination (as hereinafter defined), by
such Interested Stockholder shall only be pursuant to a Tender Offer ( as
hereinafter defined) to acquire, for cash, any and all outstanding shares of
capital stock of the Corporation entitled to vote generally in the election of
directors ("Voting Shares") not owned by such Interested Stockholder at the Fair
Price (as hereinafter defined).
(2) The provisions of this section (a) shall not apply to any person
exempted from the requirements of this section by the Board of
Directors in a resolution passed before the person becomes an
Interested Stockholder. (3) A Tender Offer shall be made on the
terms and subject to the conditions as set forth below:
(i) All expenses associated with the making and conduct of the
Tender Offer shall be the sole responsibility of the
Interested Stockholder; and
(ii) The Tender Offer shall be an offer to purchase any and all
outstanding Voting Shares not owned by the Interested
Stockholder at a price per share not less than the Fair
Price, net to the seller in cash. Shares tendered pursuant
to valid guarantees of delivery before the initial
expiration date of the Tender Offer, specifically
identifying certificates therefor, shall be deemed to be
validly tendered for purposes of the Tender Offer. The
initial expiration of the Tender Offer shall not be less
than twenty (20) business days after the commencement of the
Tender Offer.
(b) In addition to any affirmative vote required by law, and except as
otherwise expressly provided in this Article:
(1) any merger or consolidation of the Corporation with or into any
other Corporation, or
(2) any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of related
transactions) of all or substantially all of the property and
assets of the Corporation, or
(3) the adoption of any plan or proposal of liquidation or
dissolution of the Corporation, or
(4) any reclassification of the Corporation's securities (including
any stock split); shall require the affirmative vote of the
holders of at least 80% of the outstanding Voting Shares, unless
such Business Combination is approved by 80% of the Continuing
Directors (as hereinafter defined) of the Corporation. Such
affirmative vote of the shareholders or directors shall be
required, notwithstanding the fact that no vote may be required,
or that some lesser percentage may be specified, by law or in any
agreement or otherwise.
(c) The provisions of sections (a) and (b) of this Article shall not be
applicable to any Business Combination or stock acquisition, and such
Business Combination or stock acquisition shall require only such
affirmative vote as is required by law and any other provisions of
these Articles of Incorporation, if any, if such transaction has been
approved by 80% of the Continuing Directors of the Corporation.
(d) For purposes of this Article:
(1) "Business Combination" means any transaction which is referred to
in any one or more paragraphs (1) through (4) of section (b) of
this Article.
(2) "Person" includes a natural person, corporation, partnership,
association, joint stock company, trust, unincorporated
association or other entity. When two or more Persons act as a
partnership, limited partnership, syndicate or other group for
the purpose of acquiring, holding or disposing of common stock,
such syndicate or group shall be deemed a Person for purposes of
this Article.
(3) "Interested Stockholder" means any Person (other than the
Corporation), any Subsidiary (as hereinafter defined) or any
Employee Stock Ownership Trust or other compensation plan of the
Corporation, who or which as of any date immediately prior to the
consummation of any transaction described in this Article:
(i) is the beneficial owner, directly or indirectly, of more
than 10% of the Voting Shares; or
(ii) is an Affiliate of the Corporation and at any time within
two years prior thereto was the beneficial owner, directly
or indirectly, of not less than 6% of the then outstanding
Voting Shares.
(4) "Tender Offer" means a tender offer for cash made in accordance
with the then applicable rules and regulations of the Securities
and Exchange Commission issued pursuant to Section 14(d) of the
Securities Exchange Act of 1934, as amended.
(5) "Fair Price" means the amount payable by the Interested
Stockholder in respect of each Voting Share, which shall be the
greater amount determined on either of the following bases:
(i) The highest price per share of Voting Shares including
commissions paid to brokers or dealers for solicitation or
other services, at which Voting Shares held by the
Interested Stockholder were acquired pursuant to any market
purchase or otherwise within the preceding twenty-four (24)
full calendar months prior to the commencement of the Tender
Offer. For purposes of this subsection (i), if the
consideration paid in any such acquisition of Voting Shares
consisted, in whole or part, of consideration other than
cash, then such other consideration shall be valued at the
market value thereof at the time of the payment.
(ii) The highest sale price per share of the Voting Shares for
any trading day during the preceding twenty-four (24) full
calendar months prior to the commencement of the Tender
Offer. For purposes of this subsection (ii), the sale price
for any trading day shall be the last sale price per share
of Voting Shares as reported in the National Association of
Securities Dealers Automated Quotation System.
(6) "Beneficial Ownership" means any right or power through any
contract, arrangement, understanding, relationship or otherwise
to exercise, directly or indirectly, (1) voting power, which
includes the power to vote, or to direct the voting of, the
Voting Shares, or (2) investment power, which includes the power
to dispose of, or to direct the disposition of, the Voting
Shares.
Notwithstanding the foregoing, Beneficial Ownership shall not
include (1) ownership by a registered broker holding shares of
Voting Shares in its street name for customers, or (2) ownership
by an employee plan maintained for the Company's employees,
provided that each employee is entitled to vote the shares in the
trust which are allocable to him.
(7) A person shall be a "beneficial owner" of any Voting Shares:
(i) which such Person or any of its Affiliates or Associates (as
hereinafter defined) beneficially owns, directly or
indirectly; or
(ii) which such Person or any of its Affiliates or Associates has
(a) the right to acquire (whether such right is exercisable
immediately or only after the passage of time), pursuant to
any agreement, arrangement or understanding, or upon the
exercise of conversion rights, exchange rights, warrants or
options, or otherwise, or (b) the right to vote pursuant to
any agreement, arrangement or understanding, or
(iii)which are beneficially owned, directly or indirectly, by
any other Person with which such first mentioned Person or
any of its Affiliates or Associates has any agreement,
arrangement or understanding for the purpose of acquiring,
holding, voting or disposing of any Voting Shares.
(8) An "Affiliate" of, or a Person "affiliated" with, a specified
Person, is a Person that directly or indirectly through one or
more intermediaries controls, or is controlled by, or is under
common control with the Person specified.
(9) The term "Associate" used to indicate a relationship with any
Person means (1) any corporation or organization (other than the
Corporation or a majority-owned subsidiary of the Corporation) of
which such Person is an officer or partner or is, directly or
indirectly, the beneficial owner of 10% or more of any class of
equity securities, (2) any trust or other estate in which such
Person has a substantial beneficial interest or as to which such
Person serves as trustee or in a similar fiduciary capacity, or
(3) any relative or spouse of such Person, or any relative of
such spouse, who has the same home as such Person.
(10) The outstanding Voting Shares shall include shares deemed owned
through application of paragraph (7) of section (d) above, but
shall not include any other Voting Shares which may be issuable
pursuant to any agreement or upon exercise of conversion rights,
warrants, or options, or otherwise.
(11) "Proponent" means any Person (or its Affiliates or Associates)
which makes any Tender Offer for the Voting Shares or proposes
any Business Combination directly affecting the Corporation or
its subsidiaries.
(12) "Continuing Directors" means the incumbent directors of the
Corporation on the date immediately preceding the date the
Proponent (or its Affiliates or Associates) became an Interested
Stockholder. In the event the Proponent (or its Affiliates or
Associates) is not an Interested Stockholder, then all directors
of the Corporation shall be Continuing Directors. (13)
"Subsidiary" shall mean a corporation of which a majority of each
class of equity is owned, directly or indirectly, by the
Corporation.
(e) A majority of the Continuing Directors shall have the power and duty
to determine for the purposes of this Article on the basis of
information known to them, (1) if a Business Combination is proposed
by or on behalf of an Interested Stockholder or Affiliate of an
Interested Stockholder, (2) the number of Voting Shares beneficially
owned by any Person, (3) whether a person is an Affiliate or Associate
of another, or (4) whether a person has an agreement, arrangement or
understanding with another as to the matters referred to in paragraph
(7) of section (d) above.
(f) Nothing contained in this Article shall be construed to relieve any
Interested Stockholder from any fiduciary obligation imposed by law.
The Board of Directors is specifically authorized to seek equitable
relief, including an injunction, to enforce the provisions of the
Article.
TWELFTH: (a) Every person who was or is a party of, is threatened to be
made party to, or is involved in, any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is or
was a director or officer of the Corporation (or is or was serving at the
request of the Corporation as a director or officer of another corporation, or
as its representative in a partnership, joint venture, trust or other
enterprise) shall be indemnified and held harmless to the fullest extent legally
permissible under and pursuant to any procedure specified in the Arkansas
Business Corporation Act of 1965, as amended and as the same may be amended
hereafter, against all expenses, liabilities and losses (including attorney's
fees, judgments, fines and amounts paid or to be paid in settlement) reasonably
incurred or suffered by him in connection therewith. Such right of
indemnification shall be a contract right that may enforced in any lawful manner
by such person, and the Corporation may in the discretion of the Board of
Directors enter into indemnification agreements with its directors and officers.
Such right of indemnification shall not be exclusive of any other right which
such director or officer may have or hereafter acquire and, without limiting the
generality of such statement, he shall be entitled to his rights of
indemnification under any agreement, vote of stockholders, provision of law or
otherwise, as well as his rights under this section.
(b) The Board of Directors may cause the Corporation to purchase and
maintain insurance on behalf of any person who is, or was, a director
of officer of the Corporation, or is or was serving at the request of
the Corporation as a director or officer of another corporation or as
its representative in a partnership, joint venture, trust or other
enterprise, against any liability asserted against such person and
incurred in any such capacity or arising out of such status, whether
or not the Corporation would have the power to indemnify such person.
(c) Expenses incurred by a director or officer of the Corporation in
defending a civil or criminal action, suit or proceeding by reason of
the fact that he is, or was, a director or officer of the Corporation
(or is or was serving at the Corporation's request as a director or
officer of another corporation or as its representative in a
partnership, joint venture, trust or other enterprise) shall be paid
by the Corporation in advance of the final disposition of such action,
suit or proceeding (1) upon authorization (i) by the Board of
Directors by a majority vote of a quorum consisting of directors who
are not parties to the action, suit or proceeding, (ii) if such a
quorum is not obtainable or, even if obtainable, if a quorum of
disinterested directors so directs, then by independent legal counsel
in a written opinion, or (iii) by the shareholders; and (2) upon
receipt of an undertaking by, or on behalf of, such person to repay
such amount, if it shall ultimately be determined that he or she is
not entitled to be indemnified by the Corporation as authorized by
relevant provisions of the Arkansas Business Corporation Act of 1965
as the same now exists or as it may hereafter be amended.
(d) If any provision of this Article or the application thereof to any
person or circumstance is adjudicated invalid, such invalidity shall
not affect other provisions or applications of this Article which
lawfully can be given without the invalid provision of this Article.
THIRTEENTH: In the event of any Tender Offer, merger offer or other
acquisitive offer for the shares or assets of the Corporation or any of its
subsidiaries, then, in addition to any other action required by law, the Board
of Directors shall consider the following factors in evaluating such offer,
prior to making any recommendation with respect to such offer:
(a) The likely impact of the proposed acquisitive transaction on the
Corporation, its subsidiaries, its shareholders, its employees and the
communities served by the Corporation and its subsidiaries;
(b) The timeliness of the offer and proposed transaction considering the
current business climate and the current business activities and plans
of the Corporation and its subsidiaries;
(c) The possibility of any legal defects, including but not limited to
bank and bank holding company regulatory matters, in the offer of
proposed transaction;
(d) The risk of non-consummation of the offer due to inadequate financing,
failure to obtain regulatory approval or such other risks as the Board
may identify; (e) The current market price of the stock and the assets
of the Corporation and its subsidiaries;
(f) The book value of the stock of the Corporation;
(g) The relationship of the proposed price in the offer to the Board's
opinion of the current value of the Corporation and its subsidiaries
in an independently negotiated transaction;
(h) The relationship of the proposed price in the offer to the Board's
opinion of the future value of the Corporation and its subsidiaries as
an independent entity; and
(i) Any other factors which the Board deems pertinent.
No director who is an Affiliate or Associate (as defined in Article
Eleventh above) of the offeror shall participate in any manner
whatsoever in the above evaluation of the offer.
FOURTEENTH: Any amendment, repeal or modification of any of the terms of
the Articles of Incorporation of the Corporation shall, in addition to all other
requirements of law, require the approval of 80% of the shares entitled to vote
on such amendment, repeal or modification, unless such amendment, repeal or
modification shall have been approved by an affirmative vote of 80% of the
Continuing Directors of the Corporation (as defined in Article Eleventh above).
FIFTEENTH: The Corporation elects to be governed by and subject to the
Arkansas Business Corporation Act of 1987.
SIXTEENTH: To the fullest extent permitted by the Arkansas Business
Corporation Act, as it now exists or may hereafter be amended, a director of
this Corporation shall not be liable to the Corporation or its shareholders for
monetary damages for breach of fiduciary duty as a director.
IN WITNESS WHEREOF, the Chairman, President and Chief Executive Officer of
the Corporation has set his hand this 29th day of April, 1998.
SIMMONS FIRST NATIONAL CORPORATION
By /s/ J. Thomas May
--------------------------------
J. Thomas May, Chairman,
President and
Chief Executive Officer
EXHIBIT 3.2
BY-LAWS
OF
SIMMONS FIRST NATIONAL CORPORATION
ARTICLES I. OFFICES
The principal office of the Corporation in the State of Arkansas shall be
located at 501 Main Street in the City of Pine Bluff, County of Jefferson. The
Corporation may have such other offices, either within or without the State of
Arkansas, as the Board may designate or as the business of the Corporation may
require from time to time.
The registered office of the Corporation required by The Arkansas Business
Corporation Act of 1987, as amended, to be maintained in the State of Arkansas
may be, but need not be, identical with the principal office in the State of
Arkansas, and the address of the registered office nay be changed from time to
time by the Board.
ARTICLE II. SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the shareholders, for the
purpose of electing directors and such other business as may properly come
before the meeting, shall be held on such date and at such place as the Board
shall from time to time determine by resolution adopted at a regular meeting. If
the day fixed for the annual meeting shall be a legal holiday in the State of
Arkansas, such meeting shall be held on the next succeeding business day. If the
election of directors shall not be held on the day designated for the annual
meeting of the shareholders, or at any adjournment thereof, the Board shall
cause the election to be held at a special meeting of the shareholders as soon
thereafter as conveniently may be held.
Section 2. Special Meetings. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be called by
the Chairman of the Board, President or by the Board, and shall be called by the
Chairman of the Board or the President at the request of the holders of not less
than one-tenth of all the outstanding shares of the Corporation entitled to vote
at a meeting.
Section 3. Place of Meeting. The Board may designate any place, either
within or without the State of Arkansas, as the place of meeting for any annual
meeting or for any special meeting called by the Board. If no designation is
made, the place of meeting shall be the principal office of the Corporation in
the State of Arkansas.
Section 4. Notice of Meeting. Written or printed notice stating the place,
day and hour of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
(10) nor more than sixty (60) days before the date of the meeting, unless one of
the purposes of the meeting is to increase the authorized capital stock or bond
indebtedness of the Corporation, in which case the notice shall be delivered not
less than sixty (60) nor more than seventy-five (75) days prior to the date of
the meeting, either personally or by mail, at the direction of the Chairman of
the Board, the President, or the Secretary, or the officer or persons calling
the meeting, to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail, addressed to the shareholder at the address as it appears on the
stock transfer books of the Corporation, with postage thereon prepaid.
Section 5. Fixing of Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
proper purpose, the Board of the Corporation may fix in advance a date as the
record date for any such determination of shareholders, such date in any case to
be not more than seventy (70) days prior to the date of the meeting or action
requiring a determination of shareholders. If no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the Board declaring such dividend is adopted, as the case may be,
shall be the record date for such action. When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this section, such determination shall apply, in the absence of further Board
action, to any adjournment of such meeting to a date not more than one
hundred-twenty (120) days after the date of the original meeting. In the event
of any adjournment of a meeting, the Board may set a new record date for such
adjourned meeting and, in all events, shall establish a new record date if the
meeting is adjourned to a date more than one hundred-twenty (120) days after the
date of the original meeting.
Section 6. Voting Lists. The officer or agent having charge of stock
transfer books for shares of the Corporation shall make a list of the
shareholders who are entitled to notice of the meeting, or any adjournment
thereof, arranged in alphabetical order, with the address of and the number of
shares held by each. This list, shall be kept on file at the principal office of
the Corporation, commencing not later than two (2) business days after the
mailing of the notice of the meeting, and shall be subject to inspection and,
subject to the provisions of A.C.A. 4-27-1602C, copying by any shareholder, at
the expense of the shareholder, at any time during usual business hours. Such
list shall also be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any shareholder at any time during the
meeting. The original stock transfer book shall be prima facie evidence as to
who are the shareholders entitled to examine such lists or transfer books or to
vote at any meeting of shareholders.
Section 7. Quorum. A majority of the votes entitled to be cast, represented
in person or by proxy, shall constitute a quorum at a meeting of the
shareholders. If less than a majority of the votes entitled to be cast are
represented at a meeting, a majority of the votes so represented may adjourn the
meeting from time to time without further notice. At such adjourned meeting at
which a quorum shall be present or represented, any business may be transacted
which might have been transacted at the meeting as originally notified. The
shareholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough votes to
leave less than a quorum.
Section 8. Proxies. At all meetings of shareholders, a shareholder may vote
by proxy executed in writing by the shareholder or by a duly authorized attorney
in fact. Such proxy shall be filed with the Secretary of the Corporation before
or at the time of the meeting. No proxy shall be valid after eleven months from
the date of its execution, unless otherwise provided in the proxy.
Section 9. Voting of Shares. Each outstanding share of Class A common stock
shall be entitled to one vote upon each matter submitted to a vote at a meeting
of shareholders.
Section 10. Voting of Shares by Certain Holders. Shares standing in the
name of another corporation may be voted by such officer, agent or proxy as the
by-laws of such corporation may prescribe, or, in the absence of such provision,
as the Board of such corporation may determine.
Shares held by an administrator, executor, guardian or conservator may be
voted by the fiduciary either in person or by proxy, without a transfer of such
shares into such fiduciary's name. Shares standing in the name of a trustee may
be voted by the trustee, either in person or by proxy, but no trustee shall be
entitled to vote shares held as trustee without a transfer of such shares into
the trustee's name.
Shares standing in the name of a receiver (including a trustee in
bankruptcy) may be voted by such receiver, and shares held by or under the
control of a receiver may be voted by such receiver without the transfer thereof
into the receiver's name, if authority to do so is contained in an appropriate
order of the court by which such receiver was appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Shares of its stock held by its subsidiaries in a fiduciary capacity may be
voted only by a co-fiduciary or by a person or persons designated in the
instrument creating the fiduciary relationship. Shares of its own stock
belonging to the Corporation or held by it or its subsidiaries in a fiduciary
capacity shall not be voted, directly or indirectly, at any meeting, other than
as specified above, and, unless such shares may be voted by a co-fiduciary or
designate as specified above, shall not be counted in determining the total
number of outstanding shares at any given time.
Section 11. Voting for Directors. Directors shall be elected by a plurality
of the votes cast by the shares entitled to vote thereon. Shareholders shall not
be allowed to vote cumulatively for the election of Directors.
ARTICLE III. BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of the Corporation
shall be managed by its Board of Directors (herein "Board").
Section 2. Number, Tenure and Qualifications. The number of directors with
which this Corporation shall commence business shall be one, but the number of
directors to be elected at the annual shareholders' meeting shall be prescribed
at said meeting, and shall be not less than five (5) nor more than twenty-five
(25), the exact number within such minimum and maximum limits to be prescribed
and determined from time to time by resolution of the shareholders at any
meeting thereof, or by resolution of a majority of the Board. However, between
annual shareholders' meetings a majority of the Board may increase the number of
directors by two (2) more than the number of directors last elected by
shareholders, where such number was fifteen (15) or less, and by four (4) more
than the number of directors last elected by the shareholders, where such number
was sixteen (16) or more, but in no event shall the number of directors exceed
twenty-five (25). Each director shall hold office until the next annual meeting
of the shareholders following the date of election and until a successor shall
have been elected and qualified. Directors need not be residents of the State of
Arkansas or shareholders of the Corporation.
Section 3. Advisory Directors. The Board of this Corporation may elect
individuals to serve as Advisory Directors, and they may attend meetings of the
board and may receive compensation for attendance. The Advisory Directors shall
serve at the pleasure of the Board of this Corporation for such terms as the
Board by resolution may establish. The function of such Advisory Directors shall
be to advise and consult with the regular Board with respect to the affairs of
the Corporation. Advisory Directors shall not be entitled to vote on matters
which come before the Board or any committee thereof.
Section 4. Advisory Director Emeritus. The Board may elect one individual
as an Advisory Director Emeritus. The Advisory Director Emeritus may attend
meetings of the Board and may receive compensation as designated by the Board.
The Advisory Director Emeritus shall serve at the pleasure of the Board of this
Corporation for such terms as the Board by resolution may establish. The
Advisory Director Emeritus may be of counsel to the Board and may be called upon
for advice from time to time. The Advisory Director Emeritus shall not vote on
matters coming before the Board or any committee thereof.
Section 5. Regular Meetings. The regular meeting of the Board shall be
held, without notice, on the fourth Monday of each month at the principal
business office. When any regular meeting of the Board falls upon a holiday, the
meeting shall be held the next business day unless the Board shall designate
some other day.
Section 6. Special Meetings. Special meetings of the Board may be called by
or at the request of the Chairman of the Board, the President or any three (3)
or more directors. The person or persons authorized to call special meetings of
the Board may fix any place, either within or without the State of Arkansas, as
the place for holding any special meeting of the Board called by them.
Section 7. Notice. Notice of any special meeting shall be given, when
practicable in light of the circumstances, at least one day previously thereto
by written notice delivered personally, deposited into the U. S. mail, or sent
by telefacsimile. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, with postage thereon prepaid. If notice be
given by telefacsimile, such notice shall be deemed to be delivered upon
transmission. Any director may waive notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at nor the purpose of any
regular meeting of the Board need be specified in the notice or waiver of notice
of such meeting. Section 8. Quorum and Voting. A majority of the number of
directors prescribed pursuant to Section 3 of this Article III shall constitute
a quorum for the transaction of business at any meeting of the Board, but if
less than such majority is present at a meeting, a majority of the directors
present may adjourn the meeting from time to time without further notice. A vote
of the majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board.
Section 9. Manner of Meeting. Any regular or special meeting may be
conducted, in person or through the use of any means of electronic communication
by which all directors participating may simultaneously hear each other during
the meeting. If any meeting is held in which some or all of the directors
participate therein through the use of electronic communication such director or
directors shall be deemed to be present in person at the meeting.
Section 10. Vacancies. Any vacancy occurring in the Board may be filled by
the affirmative vote of a majority of the remaining directors though less than a
quorum of the Board. A director elected to fill a vacancy shall be elected for
the unexpired term of the predecessor in office. Any directorship to be filled
by reason of an increase in the number of directors shall be filled by an
election at an annual meeting or at a special meeting of shareholders called for
that purpose, or by the directors at a meeting as authorized in Article III,
Section 2.
Section 11. Compensation. By resolution of the Board, the directors may be
paid their expenses, if any, of attendance at each meeting of the Board or Board
Committee, and may be paid a retainer plus a fixed sum for attendance at each
meeting of the Board or Board Committee or a stated salary as director. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.
Section 12. Presumption of Assent. A director of the Corporation who is
present at a meeting of the Board at which action on any corporate matter is
taken shall be presumed to have assented to the action taken, unless (1) the
Director objects to holding the meeting or transacting business at the meeting,
or (2) a dissent or abstention shall be entered in the minutes of the meeting,
or (3) the director shall deliver a written notice of dissent or abstention to
such action to the presiding officer of the meeting before adjournment or to the
Corporation immediately after adjournment. Such right to dissent shall not apply
to a director who voted in favor of such action.
Section 13. Informal Action by Directors. Any action required to be taken
at a meeting of the directors, or any other action which may be taken at a
meeting of the directors, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
directors entitled to vote with respect to the subject matter thereof.
ARTICLE IV. COMMITTEES
Section 1. Executive Committee. There shall be an Executive Committee of
the Board consisting of no less than three nor more than seven outside directors
of the Corporation or its affiliates, selected by the Board. The exact number
within such minimum and maximum limits shall be determined by resolution of the
Board at the annual meeting where the members of the Executive Committee are
selected as hereinafter set forth. The Chairman of the Board and the President
of the Corporation shall be ex-Officio members of the Committee. The Executive
Committee shall be selected annually following the annual meeting of the
shareholders of the corporation at the same meeting where the other board
committees are named.
The Executive Committee of the Board shall be chaired by a chairman, who
shall be selected by the Committee. A secretary, who shall be selected by the
Committee, shall record minutes of each meeting as a formal record of the
deliberations and recommendations of the Committee.
The Executive Committee shall meet monthly and upon call of the chairman or
upon written request of three (3) or more members of the Committee.
The duties and responsibilities of the Executive Committee shall include,
but shall not be limited to, the following:
(1) Consult with executive management regarding matters related to the
policies and management decisions of the Corporation and its
subsidiaries.
(2) Consider and help develop management succession.
(3) Monitor and recommend the makeup of the Board, bearing in mind the
requirements for board members and ages of board members.
(4) Monitor and assist, where desirable, in acquisition and merger
matters.
(5) Review and assist in the formulation of policies.
(6) Submit possible nominees and suggest names for board membership on
subsidiary boards.
The Board may delegate to the Executive Committee any of the powers and
authority of the Board regarding management of the business and affairs of the
Corporation, except those powers not subject to delegation as set forth in
A.C.A. ss.4-27-825E. Any decision made or action taken, based under such
delegation, shall be reported to the Board at its next regular meeting.
Section 2. Audit Committee. There shall be an Audit Committee, consisting
of not less than four (4) outside directors of the Corporation or its
affiliates, appointed by the Board annually or more often, whose duty it shall
be to cause examinations into the affairs of the Corporation and its affiliates,
and to report the result of such examinations to the Board at its meetings
thereafter.
Section 3. Other Committees. The Board may also appoint from among its own
members and members of the board of directors of its affiliates such other
committees as the Board may determine, which shall in each case consist of not
less than two (2) directors, and which shall have such powers and duties as
shall from time to time be prescribed by the Board. The Chairman of the Board
and the President shall be ex-Officio members of each committee appointed by the
Board. The Secretary shall maintain a list of the committees of the Corporation,
as same exist from time to time, and attach a copy hereto as an Appendix.
Section 4. Procedure. A majority of the members of any committee may fix
its rules of procedure. Upon the request of the Board, all actions by any
committee shall be reported to the Board at a meeting succeeding such action and
shall be subject to revision, alteration and approval by the Board; provided,
that no rights or acts of third parties shall be affected by any such revision
or alteration.
ARTICLE V. OFFICERS
Section 1. Number. The officers of the Corporation shall be a Chairman of
the Board, a President, one or more Vice-Presidents (the number thereof to be
determined by the Board), a Secretary and a Chief Financial Officer, each of
whom shall be elected by the Board. Such other officers and assistant officers
as may be deemed necessary may be elected or appointed by the Board. Any two or
more offices may be held by the same person. The Secretary, or such officer as
the Board may designate, shall maintain a list of the officers of the
Corporation, as same exist from time to time, and attach a copy hereto as an
Appendix.
Section 2. Election and Term of Office. The officers of the Corporation to
be elected by the Board shall be elected annually by the Board at the first
meeting of the Board held after each annual meeting of the shareholders. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as is convenient. Each officer shall hold office until a
successor shall have been duly elected and qualified or until such officer's
death, resignation or removal in the manner hereinafter provided.
Section 3. Removal. Any officer or agent elected or appointed by the Board
may be removed by the Board whenever, in its judgment, the best interests of the
Corporation would be served thereby, but such removal shall be without prejudice
as to any contract rights of the person so removed.
Section 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
for the unexpired portion of the term.
Section 5. Chairman of the Board. The Chairman of the Board shall be a
senior executive officer of the Corporation and, subject to the control of the
Board, shall, in general, participate in the management of the business and
affairs of the Corporation. The Chairman of the Board shall, when present,
preside at all meetings of the shareholders and of the Board. Further. The
Chairman of the Board may sign, with the Secretary or any other proper officer
of the Corporation thereunto authorized by the Board, certificates for shares of
the Corporation, any deeds, mortgages, bonds, contracts, or other instruments
which the Board has authorized to be executed, except in cases where the signing
and execution thereof shall be expressly delegated by the Board or by these
By-Laws to some other officer or agent of the Corporation, or shall be required
by law to be otherwise signed or executed; and, in general, shall perform all
duties incident to the office of Chairman of the Board and such other duties as
may be prescribed by the Board.
Section 6. Chief Executive Officer. The Chief Executive Officer shall be
the principal executive officer of the Corporation and, subject to the control
of the Board, shall, in general, supervise and control all of the business and
affairs of the Corporation. The Board shall designate the Chief Executive
Officer from between the Chairman of the Board and the President. The Chief
Executive Officer may sign, with the Secretary or any other proper officer of
the Corporation thereunto authorized by the Board, certificates for shares of
the Corporation, any deeds, mortgages, bonds, contracts, or other instruments
which the Board has authorized to be executed, except in cases where the signing
and execution thereof shall be expressly delegated by the Board or by these
By-Laws to some other officer or agent of the Corporation, or shall be required
by law to be otherwise signed or executed; and, in general, shall perform all
duties incident to the office of Chief Executive Officer and such other duties
as may be prescribed by the Board.
Section 7. President. The President shall be a senior executive officer of
the Corporation and, subject to the control of the Board, shall, in general,
participate in the management of the business and affairs of the Corporation. In
the event the Chairman of the Board is not elected by the Board, or in the
absence of the Chairman of the Board, the President shall have the same duties
and responsibilities of the Chairman of the Board. In the event that the
Chairman of the Board has been designated the Chief Executive Officer, the
President shall be the executive officer second in line of authority and shall
perform all duties as may be prescribed by the Board from time to time.
Section 8. The Vice-Presidents. In the event of the President's absence,
death, inability or refusal to act, the Vice-President (or in the event there is
more than one Vice-President, the Vice-Presidents in the order designated by the
Board) shall perform the duties of the President, and when so acting, shall have
all the powers of and be subject to all restrictions upon the President. Any
Vice-President may sign, with the Secretary or Assistant Secretary, certificates
for shares of the Corporation; and shall perform such other duties as may be
assigned or delegated by the Chairman of the Board, President or Board.
Section 9. The Secretary. The Secretary shall: (a) keep the minutes of the
meetings of the shareholders and the Board in one or more books provided for
that purpose; (b) see that all notices are duly given, in accordance with the
provisions of these By-Laws or as required by law; (c) be custodian of the
corporate records and of the seal of the Corporation and see that the seal of
the Corporation is affixed to all documents, the execution of which under seal
is duly authorized; (d) keep a register of the post office address of each
shareholder; (e) sign with the Chairman of the Board, President, or a
Vice-President, certificates for shares of the Corporation, the issuance of
which shall have been authorized by resolution of the Board; (f) have general
charge of the stock transfer books of the Corporation; and (g) in general,
perform all duties incident to the office of Secretary and such other duties as
may be assigned or delegated by the Chairman of the Board, President or the
Board.
Section 10. Chief Financial Officer. The Chief Financial Officer shall: (a)
have charge and custody of and be responsible for all funds and securities of
the Corporation; receive and give receipts for moneys due and payable to the
Corporation from any source whatsoever, and deposit all such moneys in the name
of the Corporation in such banks, trust companies or other depositories as shall
be selected in accordance with the provisions of Article VI of these By-Laws;
and (b) in general, perform all of the duties incident to the office of Chief
Financial Officer and such other duties as may be assigned or delegated by the
Chairman of the Board, President or the Board. The offices of Chief Financial
Officer and Secretary may be held by the same person.
Section 11. Assistant Secretaries. The Assistant Secretaries, when
authorized by the Board, may sign with the President or a Vice-President
certificates for shares of the Corporation, the issuance of which shall have
been authorized by a resolution of the Board. The Assistant Secretaries, in
general, shall perform such duties as shall be assigned to them by the
Secretary, the Chairman of the Board, President or the Board.
Section 12. Salaries. The salaries of the officers (other than the Chairman
of the Board and the President) shall be fixed from time to time by the Chairman
of the Board and the President, subject to review and approval by the Board. The
salaries of the Chairman of the Board and the President shall be fixed from time
to time by the Board. No officer shall be prevented from receiving a salary due
to service as a director of the Corporation.
ARTICLE VI. CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts. The Board may authorize any officer or officers,
agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the Corporation
and no evidences of indebtedness shall be issued in its name, unless authorized
by a resolution of the Board. Such authority may be general or confined to
specific instances.
Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation, shall be signed by such officer or officers, agent or agents of
the Corporation and in such manner as shall be determined by resolution of the
Board.
Section 4. Deposits. All funds of the Corporation not otherwise employed
shall be deposited to the credit of the Corporation in such banks, trust
companies or other depositories as the Board may select.
ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. Certificates of Shares. Certificates representing shares of the
Corporation shall be in such form as shall be determined by the Board. Such
certificates shall be signed by the Chairman of the Board, President or a
Vice-President and by the Secretary or an Assistant Secretary. All certificates
for shares shall be consecutively numbered or otherwise identified. The name and
address of the person to whom the shares represented thereby are issued, with
the number of shares and date of issue, shall be entered on the stock transfer
books of the Corporation. All certificates surrendered to the Corporation for
transfer shall be canceled and no new certificate shall be issued until the
former certificate for a like number of shares shall have been surrendered and
canceled, except that in case of a lost, destroyed or mutilated certificate, a
new one may be issued therefor upon such terms and indemnity to the Corporation
as the Board may prescribe.
Section 2. Transfer of Shares. Transfer of shares of the Corporation shall
be made only on the stock transfer books of the Corporation by the holder of
record thereof or by a legal representative thereof, who shall furnish proper
evidence of authority to transfer, or by an attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary of the Corporation,
and on surrender for cancellation of the certificate for such shares. The person
in whose name shares stand on the books of the Corporation shall be deemed by
the Corporation to be the owner thereof for all purposes. The Board shall have
power to appoint one or more transfer agents and registrars for the transfer and
registration of certificates of stock of any class or debentures and may require
that stock certificates or debentures shall be countersigned and registered by
one or more of such transfer agents and registrars.
ARTICLE VIII - MISCELLANEOUS PROVISIONS
Section 1. Fiscal Year. The fiscal year of the Corporation shall be the
calendar year; provided, however, that the Board shall have the power to fix and
change the fiscal year of the Corporation.
Section 2. Execution of Instruments. All agreements, indentures, mortgages,
deeds, conveyances, transfers, certificates, declaration, receipts, discharges,
releases, satisfactions, settlements, petitions, schedules, accounts,
affidavits, bonds, undertaking, proxies and other instruments or documents may
be signed, executed, acknowledges, verified, delivered or accepted in behalf of
the Corporation by the Chairman of the Board, or the President, or any Vice
President, or the Secretary. Any such instruments may also be executed,
acknowledged, verified, delivered or accepted in behalf of the Corporation in
such other manner and by such other officers as the Board may from time to time
direct. The provisions of this Section are supplementary to any other provisions
of these By-Laws.
Section 3. Records. The Articles of Incorporation, the By-Laws and
proceedings of all meetings of the shareholders, the Board, standing committees
of the Board, shall be recorded in appropriate minute books provided for that
purpose. The minutes of each meeting shall be signed by the Secretary or other
officer appointed to act as secretary of the meeting.
ARTICLE IX. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1. General. This Corporation shall have the power to indemnify its
directors, officers, employees and agents, and the directors, officers,
employees and agents of the Corporation shall have the right to indemnity, to
the extent and in the manner provided in the Arkansas Business Corporation Act
of 1965, as amended.
Section 2. Mandatory Indemnification. Every person who was or is a party or
is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that such person is or was a director or officer of the Corporation
(or is or was serving at the request of the Corporation as a director or officer
of another corporation, or as its representative in a partnership, joint
venture, trust or other enterprise) shall be indemnified and held harmless to
the fullest extent legally permissible under and pursuant to any procedure
specified in the Arkansas Business Corporation Act of 1965, as amended and as
the same may be amended hereafter, against all expenses, liabilities and losses
(including attorney's fees, judgments, fines and amounts paid or to be paid in
settlement) reasonably incurred or suffered by such person in connection
therewith. Such right of indemnification shall be a contract right that may be
enforced in any lawful manner by such person, and the Corporation may in the
discretion of the Board enter into indemnification agreements with its directors
and officers. Such right of indemnification shall not be exclusive of any other
right which such director or officer may have, or hereafter acquire, and,
without limiting the generality of such statement, such director or officer
shall be entitled to all rights of indemnification under any agreement, vote of
shareholders, provision of law, or otherwise, as well as all rights under this
section.
Section 3. Insurance. The Board may cause the Corporation to purchase and
maintain insurance on behalf of any person who is or was a director or officer
of the Corporation (or is or was serving at the request of the Corporation as a
director or officer of another corporation or as its representative in a
partnership, joint venture, trust or other enterprise) against any liability
asserted against such person and incurred in any such capacity or arising out of
such status, whether or not the Corporation would have power to indemnify such
person.
Section 4. Indemnification for Expenses. Expenses incurred by a director or
officer of the Corporation in defending a civil or criminal action, suit or
proceeding by reason of the fact that such person is, or was, a director or
officer of the Corporation (or is or was serving at the Corporation's request as
a director or officer of another corporation or as its representative in a
partnership, joint venture, trust or other enterprise) shall be paid by the
Corporation in advance of the final disposition such action, suit or proceeding
(1) upon authorization (i) by the Board by a majority vote of a quorum
consisting of directors who are not parties to the action, suit or proceeding,
(ii) if such a quorum is not obtainable, or even if obtainable if a quorum of
disinterested directors so directs, then by independent legal counsel in a
written opinion, or (iii) by the shareholders; and (2) upon receipt of an
undertaking by, or on behalf of, such person to repay such amount, if it shall
ultimately be determined that such officer or director is not entitled to be
indemnified by the Corporation as authorized by relevant provisions of the
Arkansas Business Corporation Act of 1965, as the same now exists or may
hereafter be amended.
ARTICLE X. DIVIDENDS
The Board may from time to time declare, and the Corporation may pay,
dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law and its Articles of Incorporation.
ARTICLE XI. SEAL
The Board may provide a corporate seal which shall be circular in form and
shall have inscribed thereon the name of the Corporation and the state of
incorporation and the words "Corporate Seal."
ARTICLE XII. WAIVER OF NOTICE
Whenever any notice is required to be given to any shareholder or director
of the Corporation under the provisions of the By-Laws, under the provisions of
the Articles of Incorporation or under the provisions of the Arkansas Business
Corporation Act of 1965, as amended, a waiver thereof in writing signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XIII - BY-LAWS
Section 1. Inspection. A copy of the By-Laws, with all amendments thereto,
shall at all times be kept in a convenient place at the principal business
office of the Corporation, and shall be open for inspection to all shareholders,
during business hours.
Section 2. Amendments. The By-Laws may be amended, altered or repealed, at
any meeting of the Board, by a majority vote.
EXHIBIT 4.1
Simmons First National Corporation
Dividend Reinvestment Plan
First Commercial Trust Company, N.A., Plan Administrator
WHEREAS, the Board of Directors of the Company deems it in the best
interest of the Company that shareholders of the Company be given an opportunity
to reinvest cash dividends paid on such stock in additional shares of common
stock of the Company;
This agreement made effective this 11th day of May, 1998, by and between:
Simmons First National Corporation, a corporation organized and existing
under the laws of the State of Arkansas (hereafter sometimes known and referred
to as "Company") and First Commercial Trust Company, N.A., a corporation
organized and existing under the laws of the State of Arkansas (hereafter
sometimes referred to as "Plan Administrator").
WHEREAS, Simmons First National Corporation desires to formally appoint
First Commercial Trust Company, N.A., as Plan Administrator.
1. Purpose. The purpose of the Plan is to provide current holders of shares of
common stock with a way of investing cash dividends in shares of common
stock, without payment of any brokerage commissions or service charges.
2. Administration of the Plan. First Commercial Trust Company, N.A. (the "Plan
Administrator"), a national banking organization, shall administer the Plan
for participants and shall perform only clerical and administerial
functions in connection with the Plan, such as arranging for the custody of
share certificates, keeping records, and sending statements of accounts to
participants. Purchases of common stock for issuance pursuant to the Plan
will be made by the Plan Administrator as an independent agent appointed by
the Company.
3. Eligible Participants. Any person of legal age is eligible to participate
in the Plan. Shareholders of common stock may elect to participate with
respect to all the shares of common stock registered in their name.
4. Source of Shares to be Purchased. Common stock purchased under the Plan
will be either shares purchased in the open market by the Agent or shares
newly issued by the Company. The source of the common stock (i.e., open
market or newly issued) will be designated by the company prior to any such
investment. The source from which common stock will be purchased shall not
be changed more than once in any three month period, and then only pursuant
to a determination by the Board of directors or Chief Executive Officer,
expressed in writing, that the Company's need to raise additional capital
has changed.
In the event that open market transactions are made, the Company shall not
have any authorization or power to direct the time or price at which common
stock may be so purchased, or to select a broker-dealer through or from
whom purchases are to be made.
5. Number of Shares to be Purchased. The number of shares of common stock to
be purchased for a participant will depend on the amount of dividends and
market prices of the common stock. Each participant's account will be
credited with that number of shares, including fractions computed to three
decimal places, equal to the total amount to be invested, divided by the
purchase price per share.
6. Price of Shares of Common Stock to be Purchased.
a. Originally Issued Shares. Originally issued shares of common stock
purchased with reinvestment dividends will be purchased at a price
equal to the average of the high and low price of the common stock as
quoted on the NASDAQ National Market on the dividend payment date as
subsequently reported in the Wall Street Journal.
If there is no trading in the common stock on the dividend payment
date, the purchase price shall be determined by the Company on the
next preceding date on which trading occurred.
b. Shares Purchased in the Open Market. If shares are purchased in the
open market for the account of participants, such purchases will be
made at prevailing marketing prices.
7. Timing of Purchases of Shares of Common Stock. Purchases of originally
issued shares of common stock with reinvested dividends shall be made on
the dividend payment date.
Common stock purchased in the open market normally will be purchased within
three (3) business days of the dividend payment date or Investment Date, as
the case may be, subject to applicable regulatory restrictions on such
purchases.
8. Dividends on Shares Held Pursuant to the Plan. The Plan Administrator will
receive dividends for all shares held pursuant to the Plan and will credit
such dividends to participant's accounts on the basis of full shares of
fractional shares already credited to those accounts. Such dividends will
be reinvested automatically in additional shares of common stock.
9. Certificates. The Plan Administrator will hold all shares purchased under
the Plan in the same of one of its nominees. A participant may add shares
to his account by depositing certificates for those shares with the Plan
Administrator with the request that those shares be added to the
participant's account.
10. Voting of Shares. The shares of common stock credited to the account of
participant under the Plan shall be included in the proxy delivered to such
participant for voting on any matters submitted to a meeting of the
shareholders of the Company. The proxy will include shares of stock
registered in the participant's name and shares of common stock credited to
the participant's account under the Plan.
11. Transfer or Assignment of Shares Held Pursuant to the Plan. A participant
shall not be entitled to sell, assign, transfer or pledge shares credited
to his account for any purpose unless the participant has first requested
certificates for such shares to be delivered to him.
12. Termination. A participant may discontinue the reinvestment of dividends
under the Plan by notifying the Plan Administrator in writing to that
effect. Within thirty (30) days of receipt of such notice, the Plan
Administrator will transmit to the terminating participant shares of common
stock held for that participant. The Plan Administrator will issue
certificates for whole shares credited to the participant's account under
the Plan, and a cash payment will be make to the participant for the value
of any fractional share.
13. Amendment to the Plan. The Plan may be amended, modified, suspended or
terminated at any time pursuant to action of the Board of Directors of the
Company or officers of the Company duly authorized to take such action by
the Board of Directors.
14. Miscellaneous.
a. Receipt of Funds by the Plan Administrator. All funds to be used to
purchase shares of common stock pursuant to the Plan shall be
transmitted by the Plan Administrator promptly to a segregated escrow
account at a bank or to the Agent.
b. Return of Funds. The Plan Administrator shall return funds to
participants if securities have not been purchased within 30 days of
the dividend payment date for dividend reinvestment.
c. Solicitation. The Company may inform the general public of the Plan
through announcements, newspaper advertisements, circulars, notices
and investment fairs. Additionally, the Company may inform prospective
participants with whom it has a pre-existing, continuing relationship
by delivering written communications, but only through the existing
means of communication currently utilized with such individuals. The
information contained in any such solicitation may include no more
than that allowed, nor less than that required, under Rule 134 of the
Securities Act of 1933, as amended (the "Act").
No application or enrollment form may be transmitted to prospective
participants unless accompanied by a prospectus prepared in compliance
with the Act and the rules promulgated thereunder.
d. Blackout Periods. If shares of common stock are to be purchased
directly from the Company, then the Company and its affiliates cannot
purchase common stock on any day on which the market price of the
common stock will be a factor in determining the purchase price of the
common stock to be delivered under the Plan.
Unless otherwise exempted by Regulation M under the Act, the Company and
its affiliates shall not purchase shares of common stock of the Company (i)
during the period commencing two (2) business days prior to the initial
dissemination of announcements regarding the Plan and ending thirty (30)
calendar days after such initial dissemination or (ii) during the period
commencing two (2) business days before any subsequent general dissemination of
announcements regarding the Plan and ending fifteen (15) calendar days after
such subsequent dissemination.
The Plan Administrator shall be entitled to a reasonable compensation by
the Company for all services rendered by it in the execution of its duties, as
well as all its expenses incurred or disbursed in the performance of such
duties, including those reasonable and necessary fees of its counsel, which have
been approved by the Company, if any, for advice rendered in connection with
this agreements. The fee schedule for the services provided is set forth in the
attached Exhibit A. Amendments may be made to the fee schedule at any time upon
agreement of the Company and the Plan Administrator.
The Plan Administrator may, but need not, relay conclusively and act
without further investigation upon any list, instruction, certification,
authorization, stock certificate or other instrument or paper believed by it in
good faith to be genuine and unaltered, and to have been signed, countersigned
or executed by any duly authorized person or persons, or upon the instruction of
any officer of the Company or upon the advice of counsel for the Company or of
counsel for the Plan Administrator and further that the Plan Administrator may
make any transfer of certificates for shares of said stock which is believed by
it in good father to have been duly authorized or may refuse to make any
transfer of certificates for shares of said stock if in good faith the Plan
Administrator deems such refusal necessary in order to avoid any liability
either to the Company or to itself; and further, that the Company agrees to
indemnify and hold harmless the Plan Administrator from and against any and all
losses, costs, claims and liability which it may suffer or incur (a) by reason
of so relying or acting or refusing to act (b) by reason of the failure of the
Company or any such person, firm or corporation to do the acts authorized by
this instrument contemplated to be done by the company or such person, fir or
corporation.
This agreement shall remain in full force and effect hereafter, however,
each party reserves the right to terminate the agreement but only upon giving
one hundred eighty (180) days notice of same to the remaining party. No such
termination shall effect or impair any rights or liability based on any action
or non-action taken prior to such notice.
IN WITNESS WHEREOF, Simmons First National Corporation has caused these
presents to be executed in its Corporate name and on its behalf by its
President, Chairman and CEO and its corporate seal to be hereto affixed and
attested by its Secretary and First Commercial Trust Company, N.A., has caused
these presents to be executed in its Corporate name and on its behalf by its Sr.
Vice President and its corporate seal to be impressed hereon and attested by its
Assistant secretary all as of the date and year first above written.
Simmons First National Corp. First Commercial Trust Company, N.A.
By: /s/ J. Thomas May By: /s/ Debi DeHan
Attest: /s/ John L. Rush Attest: /s/ Jerry Harrison
EXHIBIT 5.1
WILLIAMS & ANDERSON LLP
Attorneys at Law
111 Center Street, Suite 2200
Little Rock, Arkansas 72201
Telephone 501-372-0800
May 20, 1998
Simmons First National Corporation
501 Main Street
Pine Bluff, Arkansas 71601
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-3 (the "Registration
Statement") filed with the Securities and Exchange Commission on or about the
date hereof by Simmons First National Corporation (the "Company") for
registration under the Securities Act of 1933, as amended (the "Act"), of
100,000 shares of the Company's Class A Common Stock, $1.00 par value per share
(the "Shares"), to be offered pursuant to the Company's Dividend Reinvestment
Plan (the "Plan").
It is our opinion that all action necessary to register the Shares under the Act
will have been taken when:
a. the Registration Statement shall have become effective in accordance
with the applicable provisions of the Act; and
b. appropriate action shall have been taken by the Board of Directors of
the Company for the purpose of authorizing the registration of the
Shares.
It is our further opinion that the Shares will be, upon issuance against receipt
of the purchase price therefor (as defined in the Plan), validly authorized,
validly issued, fully paid and non-assessable. This opinion does not pass upon
the matter of compliance with "Blue Sky" laws or similar laws relating to the
sale or distribution of the Shares.
We are members of the Arkansas Bar and do not hold ourselves out as experts on
the laws of any other State.
We hereby consent to the use of this opinion as an exhibit to the Registration
Statement, as it may be amended, and consent to such references to our firm as
are made therein.
Very truly yours,
WILLIAMS & ANDERSON LLP
/s/ Patrick A. Burrow
PAB/
EXHIBIT 15.1
Baird, Kurtz & Dobson
200 East 11th Avenue
P.O. Box 8306
Pine Bluff, AR 71611
May 20, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
We are aware that Simmons First National Corporation has incorporated our
report dated April 28, 1998, by reference with respect to the unaudited
consolidated financial statements of Simmons First National Corporation included
in its Quarterly Report (Form 10-Q) for the three months ended March 31, 1998 in
the Registration Statement (Form S-3) and the related Prospectus pertaining to
the Simmons First National Corporation Dividend Reinvestment Plan. We are also
aware of our responsibilities under the Securities Act of 1933.
/s/ Baird, Kurtz & Dobson, CPA's
----------------------------------
Baird, Kurtz & Dobson, CPA's
EXHIBIT 23.1
CONSENT OF BAIRD, KURTZ & DOBSON, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-3) and the related Prospectus, pertaining to the Simmons First National
Corporation's Dividend Reinvestment Plan, of our report dated January 30, 1998,
with respect to the consolidated financial statements of Simmons First National
Corporation as of December 31, 1997 and 1996, and for each of the years in the
three year period ended December 31, 1997, included in its Annual Report (Form
10-K) for the year ended December 31, 1997.
/s/ Baird, Kurtz & Dobson
Pine Bluff, Arkansas
May 20, 1998
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints J.
Thomas May and Barry L. Crow, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign the Registration Statement on Form S-3 of Simmons First
National Corporation (the "Company") pertaining to the registration of up to
100,000 shares of the Company's Class A Common Stock, $1.00 par value per share,
to be offered pursuant to the Company's Dividend Reinvestment Plan and to sign
any and all amendments (including post-effective amendments) to the Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto such attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that such attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
/s/ J. Thomas May
- - ---------------------------------
J. Thomas May
Director
/s/ W. E. Ayres
---------------------------------
W. E. Ayres
Director
- - ---------------------------------
Ben V. Floriani
Director
/s/ Lara F. Hutt, III
- - ---------------------------------
Lara F. Hutt, III
Director
- - ---------------------------------
George Makris, Jr.
Director
/s/ David R. Perdue
- - ---------------------------------
David R. Perdue
Director
- - ---------------------------------
Harry L. Ryburn
Director
/s/ Donald W. Stone
- - ---------------------------------
Donald W. Stone
Director
- - ---------------------------------
Henry F. Trotter, Jr
Director
Date: May 20, 1998
