UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10 – Q/A
Amendment No. 1
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2015
Commission file number: 333-200112
BUSINESS FIRST BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
For the transition period from to
| Louisiana | 20-5340628 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
Business First Bank Plaza 8440 Jefferson Highway, Suite 101 Baton Rouge, Louisiana 70809 | 70809 | |
| (Address of principal executive offices) | (Zip Code) | |
(Registrant’s telephone number, including area code: (225) 248-7600
Indicate by check mark whether the registrant: (i) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (ii) has been subject to such filing requirements for the past 90 days. Yes ¨ No x
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x | Smaller reporting company | ¨ | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x
As of May 15, 2015 the issuer has 7,193,098 shares of common stock outstanding.
EXPLANATORY NOTE
This Amendment No. 1 to Quarterly Report on Form 10-Q/A (this “Amended Report”) is filed with the Securities and Exchange Commission to amend the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2015 (the “Original 10-Q”) of Business First Bancshares, Inc., solely to furnish XBRL (eXtensible Business Reporting Language) documents under Exhibit 101. As permitted by Rule 405(a)(2)(ii) of Regulation S-T, Exhibit 101 was required to be filed by amendment within 30 days of the original filing date of the Original 10-Q.
Except for the foregoing, this Amended Report speaks as of the filing date of the Original 10-Q and does not update or discuss any other developments after the date of the Original 10-Q. This Amended Report restates only those portions of the Original 10-Q affected by the above changes.
Item 6. Exhibits
Number | Description | |
| 3.1 | Amended and Restated Articles of Incorporation of Business First Bancshares, Inc.(1) | |
| 3.2 | Bylaws of Business First Bancshares, Inc.(2) | |
| 4.1 | Specimen common stock certificate(3) | |
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | |
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | |
| 32.1 | Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* | |
| 101.INS** | XBRL Instance Document | |
| 101.SCH** | XBRL Taxonomy Extension Schema Document | |
| 101.CAL** | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF** | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB** | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE** | XBRL Taxonomy Extension Presentation Linkbase Document |
| * | Previously filed with Business First’s Form 10-Q for the period ended March 31, 2015, which was filed with the Securities and Exchange Commission on May 15, 2015. |
| ** | Filed herewith in accordance with the 30-day grace period provided by Rule 405(a)(2) of Regulation S-T. |
| (1) | Incorporated by reference from Exhibit 3.1 to Business First’s Registration Statement on Form S-4 filed on November 12, 2014. |
| (2) | Incorporated by reference from Exhibit 3.2 to Business First’s Registration Statement on Form S-4 filed on November 12, 2014. |
| (3) | Incorporated by reference from Exhibit 4.1 to Business First’s Registration Statement on Form S-4 filed on November 12, 2014. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant hereby duly caused this Amended Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BUSINESS FIRST BANCSHARES, INC. | ||||||
| May 27, 2015 | /s/ David R. Melville, III | |||||
| David R. Melville, III | ||||||
| President and Chief Executive Officer | ||||||
| May 27, 2015 | /s/ Steven Champney | |||||
| Steven Champney | ||||||
| Chief Financial Officer | ||||||
