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): June 10, 2008
-------------
FIRST BANCSHARES, INC.
---------------------
(Exact name of registrant as specified in its charter)
Missouri 000-22842 43-1654695
- ---------------------------- ------------ ----------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File number) Identification No.)
142 East First Street, Mountain Grove, Missouri 65711
----------------------------------------------- --------
(Address of principal executive office) (Zip code)
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2 (b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4 (c))
Item 8.01 Other Events
On June 10, 2008, First Bancshares, Inc.'s ("Company") Board of Directors
announced that it had terminated its plans to reduce the number of
stockholders below 300 in order to terminate the registration of the Company's
common stock and to suspend its reporting obligations with the Securities and
Exchange Commission ("SEC"). This was to be accomplished through proposals to
amend the Company's Articles of Incorporation to provide for a 1-for-500
reverse stock split, followed immediately by a 500-for-1 forward stock split,
which proposals did not receive stockholder approval at the Company's Annual
Meeting of Stockholders held on June 10, 2008. As a result of the defeat of
these proposals by stockholders, the Company will continue its reporting
obligations as an SEC-reporting company.
The Board of Directors also announced that at the Annual Meeting,
stockholders elected the Company's two nominees for director and that
stockholders did not approve the stockholder proposal for the declassification
of the Board of Directors.
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 June 10, 2008.
2
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.
Date: June 10, 2008 FIRST BANCSHARES, INC.
/S/Daniel P. Katzfey
-----------------------------------------
Daniel P. Katzfey
President and Chief Executive Officer
(Principal Executive Officer)
3
Exhibit 99.1
News Release of First Bancshares, Inc. dated June 10, 2008
FIRST BANCSHARES, INC. ANNOUNCES
RESULTS OF ANNUAL MEETING AND
TERMINATION OF PLANS TO GO PRIVATE
Mountain Grove, Missouri - June 10, 2008 - First Bancshares, Inc. (NASDAQ
FstBksh: FBSI) announced today that the Company's Board of Directors has
terminated its plans to reduce the number of stockholders below 300 in order
to terminate the registration of the Company's common stock and to suspend its
reporting obligations with the Securities and Exchange Commission ("SEC").
This was to be accomplished through proposals to amend the Company's Articles
of Incorporation to provide for a 1-for-500 reverse stock split, followed
immediately by a 500-for-1 forward stock split, which proposals did not
receive stockholder approval at the Company's Annual Meeting of Stockholders
held on June 10, 2008. As a result of the defeat of these proposals by
stockholders, the Company will continue its reporting obligations as an
SEC-reporting company.
The Company also announced that its two nominees for director had each
been elected by stockholders and that its stockholders did not approve the
stockholder proposal for the declassification of the Company's Board of
Directors.
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