As filed with the Securities Exchange Commission on August 19, 2022
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BUSINESS FIRST BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Louisiana | 20-5340628 | |
(State of incorporation or organization) | (I.R.S. Employer Identification Number) | |
500 Laurel Street, Suite 101 (225) 248-7600 (Address of principal executive officers and zip code) | ||
BUSINESS FIRST BANCSHARES, INC. 2017 EQUITY INCENTIVE PLAN
(Full title of the plan)
David R. (“Jude”) Melville III
President and Chief Executive Officer
Business First Bancshares, Inc.
500 Laurel Street, Suite 101
Baton Rouge, Louisiana 70801
(225) 248-7600
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Lowell W. Harrison, Esq.
Kevin E. Strachan, Esq.
Fenimore Kay Harrison LLP
812 San Antonio Street, Suite 600
Austin, Texas 78701
(512) 583-5900
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non−accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b−2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☒ |
| Non−accelerated filer | ☐ | Smaller reporting company | ☐ |
| Emerging Growth Company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
Business First Bancshares, Inc. (the “Registrant” or “Business First”) has prepared this Registration Statement in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), to register (i) 143,908 shares of common stock issuable upon the exercise of outstanding options granted prior to the date hereof, and (ii) an additional 400,000 shares of common stock reserved for future issuance. The shares of common stock registered on this Registration Statement are of the same class as the securities for which the Registrant filed Registration Statement on Form S-8 (File No.: 333-225393) with the Commission (the “Prior Registration Statement”). All shares of Business First common stock registered on this Registration Statement and on the Prior Registration Statement are issuable pursuant to grants or options under the Business First Bancshares, Inc. 2017 Equity Incentive Plan, as amended by that certain 2022 Amendment to the Business First Bancshares, Inc. 2017 Equity Incentive Plan (as amended, the “2017 Plan”). Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statement are incorporated by reference into this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. | Incorporation of Documents by Reference. |
The Registrant incorporates by reference in this Registration Statement:
1. The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021 that was filed with the Commission on March 1, 2022 (including portions of the Registrant’s Definitive Proxy on Schedule 14A, filed with the Commission on May 2, 2022, as amended May 3, 2022, incorporated by reference to such Annual Report on Form 10-K);
2. The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 that was filed with the Commission on May 4, 2022 and for the quarter ended June 30, 2022 that was filed with the Commission on August 4, 2022;
3. The Registrant’s Current Reports on Form 8-K filed with the Commission on March 1, June 1 and June 24, 2022 (other than any portions thereof deemed furnished and not filed in accordance with SEC rules); and
4. The description of Registrant’s common stock included as Exhibit 4.3 to its Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Commission on March 5, 2021, and any other amendment or report filed for the purposes of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, subsequent to the date of this Registration Statement shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents until such time as there shall have been filed a post-effective amendment that indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold at the time of such amendment.
Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.
Item 8. | Exhibits. |
The list of exhibits under “Exhibit Index” at the end of this Registration Statement is incorporated herein by reference.
EXHIBIT INDEX
NUMBER | DESCRIPTION | ||
5.1* | |||
23.1 | Consent of Fenimore Kay Harrison LLP (contained in Exhibit 5.1) | ||
23.2* | |||
24.1 | |||
99.1 | |||
107* | |||
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on the 19th day of August, 2022.
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| By: | /s/ David R. Melville, III |
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| David R. Melville, III |
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| President and Chief Executive Officer |
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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David R. Melville, III as his true and lawful attorney-in-fact and agent with full power of substitution, for him in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated on August 18, 2022.
Signature | Title | Date | |
By: | /s/ David R. Melville, III | President, Chief Executive Officer and Director | August 18, 2022 |
David R. Melville, III | (Principal Executive Officer) | ||
By: | /s/ Gregory Robertson | Chief Financial Officer | August 18, 2022 |
Gregory Robertson | (Principal Financial and Accounting Officer) | ||
By: | /s/ Drew C. Brees | Director | August 18, 2022 |
Drew C. Brees | |||
By: | /s/ James J. Buquet, III | Director | August 18, 2022 |
James J. Buquet, III | |||
By: | /s/ Carol M. Calkins | Director | August 18, 2022 |
Carol M. Calkins | |||
By: | /s/ Ricky D. Day | Director | August 18, 2022 |
Ricky D. Day | |||
By: | /s/ John Ducrest | Director | August 18, 2022 |
John Ducrest | |||
By: | /s/ Mark P. Folse | Director | August 18, 2022 |
Mark P. Folse | |||
By: | /s/ Robert S. Greer, Jr. | Chairman of the Board | August 18, 2022 |
Robert S. Greer, Jr. | |||
By: | /s/ J. Vernon Johnson | Director | August 18, 2022 |
J. Vernon Johnson | |||
By: | /s/ Rolfe H. McCollister, Jr. | Director | August 18, 2022 |
Rolfe H. McCollister, Jr. | |||
By: | /s/ Andrew D. McLindon | Director | August 18, 2022 |
Andrew D. McLindon | |||
By: | /s/ Patrick E. Mockler | Director | August 18, 2022 |
Patrick E. Mockler | |||
By: | /s/ David A. Montgomery, Jr. | Director | August 18, 2022 |
David A. Montgomery, Jr. | |||
By: | /s/ Arthur J. Price | Director | August 18, 2022 |
Arthur J. Price | |||
By: | /s/ Kenneth Smith | Director | August 18, 2022 |
Kenneth Smith | |||
By: | /s/ Keith A. Tillage | Director | August 18, 2022 |
Keith A. Tillage | |||
By: | /s/ Steven G. White | Director | August 18, 2022 |
Steven G. White |
