UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) Amendment to Executive Employment Agreement for Dean O. Bass
On November 18, 2021, in connection with the execution of that certain Agreement and Plan of Merger (the “Agreement”), dated November 18, 2021, by and between Spirit of Texas Bancshares, Inc. (the “Company” or “Spirit”), a Texas corporation and the parent company of Spirit of Texas Bank SSB (“Spirit Bank”), and Simmons First National Corporation (the “Simmons”), an Arkansas corporation and the parent holding company of Simmons Bank (“Simmons Bank”), pursuant to which, upon the terms and subject to the conditions of the Agreement, the Company will merge with and into Simmons, with Simmons continuing as the surviving corporation (the “Proposed Transaction”), the Company and Dean O. Bass, the Company’s Chairman and Chief Executive Officer, entered into an amendment to his Executive Employment Agreement, dated February 25, 2021 (the “Employment Agreement”), such amendment to be effective as of November 18, 2021 (the “Amendment”).
The Amendment provides, among other things, that the Company may terminate Mr. Bass’ employment for any reason other than Cause by providing Mr. Bass with written notice of termination to be effective prior to and in connection with a Change in Control at least five (5) business days prior to the expected closing of the Change in Control. The Amendment further provides for the form of release that will apply if Mr. Bass is terminated as described in the previous sentence. Such release provides that the Company will terminate Mr. Bass’ employment immediate prior to the effective time of the Proposed Transaction. Subject to the terms and conditions of the release, upon such termination, Mr. Bass will receive the following severance package in exchange for a release of all claims against the Company arising out of their relationship: (i) a lump sum payment equivalent to three times the sum of his base salary as of the termination date, plus an amount equal to all bonus, profit sharing, and other annual incentive payments made in the year prior to the termination date, (ii) a lump sum cash payment equal to the cost to obtain, net of taxes, for 18 months, each life, health, accident, and disability benefit to which Mr. Bass was entitled immediately prior to the termination date, (iii) certain other accrued and reimbursable amounts under the Company’s policies, and (iv) a transaction bonus, subject to the terms and conditions of the Restrictive Covenant Agreement (as described below). Capitalized terms used but not defined in this paragraph shall have the meanings ascribed to them in the Amendment.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated by reference herein.
Entry into Restrictive Covenant Agreement
In connection with the execution of the Amendment, Mr. Bass also entered into a Restrictive Covenant Agreement with the Company, effective as of November 18, 2021 (the “Restrictive Covenant Agreement”). In accordance with the terms of the Restrictive Covenant Agreement, Mr. Bass shall not engage in certain Restrictive Activities for a period of three (3) years after the completion of a Change in Control that occurs during the Term of the Restrictive Covenant Agreement. The Restrictive Activities include, but are not limited to, (x) competing or engaging anywhere in the Restricted Area, in a financial services business similar to that of the Group, and (y) soliciting certain customers and employees of the Group. The Restricted Area is defined as any county in which the Company has established a branch office. As consideration for the restrictions contained in the Restrictive Covenant Agreement, the Company has agreed to pay to Executive a transaction bonus in the amount of $2 million (the “Transaction Bonus”), payable in a lump sum within ten (10) business days following the effective time of a Change in Control that occurs during the Term. The Transaction Bonus will be subject to applicable taxes and withholding. Capitalized terms used but not defined in this paragraph shall have the meanings ascribed to them in the Restrictive Covenant Agreement.
The foregoing description of the Restrictive Covenant Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Restrictive Covenant Agreement, which is attached as Exhibit 10.2 to this Current Report on Form 8-K, and incorporated by reference herein.
Forward-Looking Statements
Certain statements contained in this Current Report on Form 8-K may not be based on historical facts and should be considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by reference to a future period(s) or by the use of forward-looking terminology, such as “anticipate,” “believe,” “budget,” “contemplate,” “continue,” “estimate,” “expect,” “foresee,” “intend,” “indicate,” “target,” “plan,” positions,” “prospects,” “project,” “predict,” or “potential,” by future conditional verbs such as “could,” “may,” “might,” “should,” “will,” or “would,” or by variations of such words or by similar expressions. These forward-looking statements include, without limitation, statements relating to the impact the Company and Simmons expect the Transaction to have on the combined entities’ operations, financial condition and financial results, and the Company’s and Simmons’ expectations about their ability to obtain regulatory approvals and the Company’s shareholder approval, their ability to successfully integrate the combined businesses and the amount of cost savings and other benefits the Company and Simmons expect to realize as a result of the Transaction. The forward-looking statements may also include, without limitation, those relating to the Company’s and Simmons’ predictions or expectations of future business or financial performance as well as goals and objectives for future operations, financial and business trends, business prospects, and management’s outlook or expectations for future growth, revenue, expenses, assets, capital levels, liquidity levels, asset quality, profitability, earnings, accretion, customer service, investment in digital channels, or other future financial or business performance, strategies or expectations, the impacts of the COVID-19 pandemic and the ability of the Company and Simmons to manage the impacts of the COVID-19 pandemic, capital resources, market risk, plans for investments in securities, effect of future litigation, acquisition strategy, legal and regulatory limitations and compliance and competition.
These forward-looking statements involve risks and uncertainties, and may not be realized due to a variety of factors, including, without limitation: changes in the Company’s and Simmons’ operating, acquisition, or expansion strategy; the effects of future economic conditions (including unemployment levels and slowdowns in economic growth), governmental monetary and fiscal policies, as well as legislative and regulatory changes, including in response to the COVID-19 pandemic; changes in interest rates; possible adverse rulings, judgements, settlements, and other outcomes of pending or future litigation,; the ability to obtain regulatory approvals and meet other closing conditions to the Transaction; delay in closing the Transaction; difficulties and delays in integrating the Spirit business or fully realizing cost savings and other benefits of the Transaction; changes in Simmons’ share price before closing; the outcome of any legal proceedings that may be instituted against the Company or Simmons as a result of the Transaction or otherwise; the occurrence of any event, change or other circumstance that could give rise to the right of one or both parties to terminate the Agreement; business disruption following the Transaction; the reaction to the Transaction of the companies’ customers, employees and counterparties; uncertainty as to the extent of the duration, scope, and impacts of the COVID-19 pandemic on the Company, Simmons and the Transaction; and other relevant risk factors, which may be detailed from time to time in the Company’s and Simmons’ press releases and filings with the SEC. Many of these factors are beyond the Company’s and Simmons’ ability to predict or control, and actual results could differ materially from those in the forward-looking statements due to these factors and others. In addition, as a result of these and other factors, the Company’s and Simmons’ past financial performance should not be relied upon as an indication of future performance.
The Company and Simmons believe the assumptions and expectations that underlie or are reflected in any forward-looking statements, expressed or implied, in this Current Report on Form 8-K are reasonable, based on information available to the Company and Simmons on the date of this Current Report on Form 8-K. However, given the described uncertainties and risks, the Company and Simmons cannot guarantee its future performance or results of operations or whether the Company’s and Simmons’ future performance will differ materially from the performance reflected in or implied by its forward-looking statements, and you should not place undue reliance on these forward-looking statements. All forward-looking statements, expressed or implied, included in this Current Report on Form 8-K are expressly qualified in their entirety by the cautionary statements contained or referred to herein. Any forward-looking statement speaks only as of the date of this Current Report on Form 8-K, and neither the Company nor Simmons undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Important Additional Information and Where to Find It
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the proposed Transaction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act, and no offer to sell or solicitation of an offer to buy shall be made in any jurisdiction in which such offer, solicitation or sale would be unlawful.
In connection with the Transaction, Simmons will file with the SEC a Registration Statement on Form S-4 (the “Registration Statement”) to register the shares of Simmons common stock that will be issued to Spirit shareholders in the Transaction.
The Registration Statement will include a proxy statement of Spirit and a prospectus of Simmons (the “Proxy Statement/Prospectus”), and Simmons and/or Spirit may file with the SEC other relevant documents concerning the Transaction. The definitive Proxy Statement/Prospectus will be mailed to shareholders of Spirit. SHAREHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION CAREFULLY AND IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BY THE COMPANY AND/OR SIMMONS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION.
Free copies of the Proxy Statement/Prospectus, as well as other filings containing information about Simmons and Spirit, may be obtained at the SEC’s Internet site (http://www.sec.gov), when they are filed by Simmons or Spirit. You will also be able to obtain these documents, when they are filed, free of charge, from Simmons at www.simmonsbank.com under the heading “Investor Relations” or from Spirit at www.sotb.com under the “Investor Relations” link. Copies of the Proxy Statement/Prospectus can also be obtained, when it becomes available, free of charge, by directing a request to Spirit at Spirit of Texas Bancshares, Inc., 1836 Spirit of Texas Way, Conroe, Texas 77301, Attention: Corporate Secretary, Email: jgoleman@sotb.com, Telephone: (936) 521-1836 or by directing a request to Simmons at Simmons First National Corporation, 501 Main Street, Pine Bluff, Arkansas 71601, Attention: Ed Bilek, Director of Investor Relations, Email: ed.bilek@simmonsbank.com or ir@simmonsbank.com, Telephone: (870) 541-1000.
Participants in the Solicitation
The Company, Simmons, and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies from the shareholders of the Company in connection with the proposed Transaction. Information about the Company’s directors and executive officers is available in its proxy statement for its 2021 annual meeting of shareholders, which was filed with the SEC on April 9, 2021. Information about Simmons’ directors and executive officers is available in its proxy statement for its 2021 annual meeting of shareholders, which was filed with the SEC on April 15, 2021. Information regarding all of the persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement/Prospectus regarding the proposed Transaction and other relevant materials to be filed with the SEC when they become available. Free copies of these documents may be obtained as described in the preceding paragraph.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit 10.1 | Amendment to Executive Employment Agreement by and between Spirit of Texas Bancshares, Inc. and Dean O. Bass, dated as of November 18, 2021 | |
| Exhibit 10.2 | Restrictive Covenant Agreement by and between Spirit of Texas Bancshares, Inc. and Dean O. Bass, dated as of November 18, 2021 | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Spirit of Texas Bancshares, Inc. | ||||||
| Dated: November 24, 2021 | By: | /s/ Allison S. Johnson | ||||
| Allison S. Johnson Executive Vice President and Chief Financial Officer | ||||||