k848.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Current
Report Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): April 7,
2008
FIRST BANCSHARES,
INC.
(Exact
name of registrant as specified in its charter)
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Missouri
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000-22842
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43-1654695
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of incorporation)
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File
number)
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Identification
No.)
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142 East First Street, Mountain Grove,
Missouri
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65711
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(Address
of principal executive
office)
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(Zip
code)
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Registrant’s
telephone number, including are code: (417)
926-5151
NA .
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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[
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2 (b))
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[
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4 (c))
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Item
8.01 Other Events
On
April 7, 2008, First Bancshares, Inc.’s (“Company”) Board of Directors revised
the ratio of its previously approved 1-for-1,000 reverse stock to a 1-for-500
reverse stock split, and its related 1,000-for 1 forward stock split to a
500-for-1 forward stock split (the “Split Transaction”). The Board’s
decision to revise the ratio was in connection with the filing of its
going-private materials with the Securities and Exchange Commission on February
22, 2008 and the number of individuals who apparently sought to take advantage
of the premium that the Company was willing to pay to those stockholders who
would no longer remain stockholders after the Split
Transaction. Consequently, the cost of the Split Transaction was in
excess of the amount that the Board believed was prudent to
spend. The Board of Director’s decision to revise the ratio for the
Split Transaction was in an effort to reduce the aggregate cost of repurchasing
these shares. The Board has recognized the earlier stockholder
activity and reserves the right to abandon the Split Transaction either before
or after stockholder approval and will not proceed if the cost of the Split
Transaction exceeds $5.0 million. For additional information,
see the Company’s
press release attached hereto as Exhibit 99.1, which is incorporated herein by
reference.
Item
9.01. Financial Statements and Exhibits.
(c)
Exhibits
99.1 News
Release of First Bancshares, Inc. dated April 8, 2008.
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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Date:
April 8, 2008
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FIRST
BANCSHARES, INC.
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/s/Daniel P.
Katzfey
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Daniel
P. Katzfey
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President
and Chief Executive Officer
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(Principal
Executive Officer)
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Exhibit
99.1
News
Release of First Bancshares, Inc. dated April 8, 2008
FIRST
BANCSHARES, INC. ANNOUNCES
CHANGE
IN RATIO FOR GOING PRIVATE TRANSACTION
Mountain
Grove, Missouri (April 8, 2008) – First Bancshares, Inc. (“Company”) (NASDAQ -
FstBksh : FBSI), the holding company for First Home Savings Bank (“Bank”), today
announced that it had approved a change in the ratio of its previously approved
1-for-1,000 reverse stock to a 1-for-500 reverse stock split, and its related
1,000-for 1 forward stock split to a 500-for-1 forward stock split (the “Split
Transaction”). The Board of Directors’ decision to revise the ratio
for the Split Transaction was to reduce the aggregate cost of repurchasing these
shares.
Following
the Company’s filing of its going private materials with the Securities and
Exchange Commission on February 22, 2008, a number of individuals sought to take
advantage of the premium that the Company was willing to pay stockholders who
would no longer remain stockholders of the Company after completion of the Split
Transaction. Consequently, the cost of the Split Transaction was in
excess of the amount that the Board believed was prudent to spend. With respect to financing
the Split Transaction, the Bank has received the approval of the Office of
Thrift Supervision to pay the Company a dividend of $5.0 million for the purpose
of completing the Split Transaction. In addition to revising the
ratio of the Split Transaction, the Board of Directors also has reserved the
right to abandon the Split Transaction either before or after stockholder
approval and will not proceed if the cost of the Split Transaction exceeds $5.0
million.
First
Bancshares, Inc. is the holding company for First Home Savings Bank, a
FDIC-insured savings bank chartered by the State of Missouri that conducts
business from its home office in Mountain Grove, Missouri, ten full service
offices in Marshfield, Ava, Gainesville, Sparta, Springfield, Theodosia, Crane,
Galena, Kissee Mills and Rockaway Beach, Missouri, and a loan origination office
in Springfield, Missouri.
The
Company and its wholly-owned subsidiaries, First Home Savings Bank and SCMG,
Inc. may from time to time make written or oral “forward-looking statements,”
including statements contained in its filings with the Securities and Exchange
Commission, in its reports to stockholders, and in other communications by the
Company, which are made in good faith by the Company pursuant to the “safe
harbor” provisions of the Private Securities Litigation Reform Act of
1995.
Contact: Daniel
P. Katzfey, President and Chief Executive
Officer (417) 926-5151