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): July 26, 2006
POCAHONTAS BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-23969 71-0806097
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(State or Other Jurisdiction (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
1700 East Highland, Jonesboro, Arkansas 72401
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (870) 802-1700
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Not Applicable
(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 (see General Instruction A.2. below):
[ X] 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 1.01 Entry Into a Material Definitive Agreement.
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On July 27, 2006, IBERIABANK Corporation ("IBKC") and Pocahontas Bancorp,
Inc. ("PFSL") announced that they would combine pursuant to an Agreement and
Plan of Merger (the "Agreement") dated as of July 26, 2006. The transaction,
which was approved by the boards of directors of both companies, is subject to
regulatory approvals and the approval of PFSL's shareholders.
Pursuant to the Agreement, PFSL will be acquired by IBKC and each issued
and outstanding share of PFSL common stock will be converted into .2781 share of
IBKC common stock.
The Agreement and related press release are filed as Exhibits 2 and 99.1,
respectively, to this Report and are incorporated herein by reference.
In connection with the execution of the Agreement, First Community Bank,
the wholly owned banking subsidiary of PFSL ("FCB"), entered into a consulting
agreement with Dwayne Powell, the President and Chief Executive Officer of PFSL
and FCB, and employment agreements with Brad Snider and Glenda Frangenberg, the
Executive Vice President and Senior Vice President, respectively, of FCB. The
consulting agreement and the employment agreements are effective upon
consummation of the acquisition of PSFL by IBKC. The consulting agreement and
the employment agreements are filed as Exhibits 10.1, 10.2, and 10.3,
respectively, to this Report and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
(d) Exhibits.
Exhibit No. Description
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2 Agreement and Plan of Merger, dated as of July
26, 2006, between IBKC and PFSL, incorporated
by reference to Exhibit 10.1 to the current
report on Form 8-K/A, Amendment No. 2, of
IBERIABANK Corporation (Commission File No.
0-25756), as filed with the Securities and
Exchange Commission on August 1, 2006
(the "IBERIABANK Form 8-K/A").
10.1 Consulting agreement with Dwayne Powell,
incorporated by reference to Exhibit VI to
Exhibit 10.1 to the IBERIABANK Form 8-K/A.
10.2 Employment agreement with Brad Snider,
incorporated by reference to Exhibit VII to
Exhibit 10.1 to the IBERIABANK Form 8-K/A.
10.3 Employment agreement with Glenda Frangenberg,
incorporated by reference to Exhibit VIII to
Exhibit 10.1 to the IBERIABANK Form 8-K/A.
99.1 Press release dated July 27, 2006.
SIGNATURES
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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.
POCAHONTAS BANCORP, INC.
DATE: July 31, 2006 By: /s/ Dwayne Powell
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Dwayne Powell
President and Chief Executive Officer
EXHIBIT 99.1