Table of Contents
SECURITIES AND EXCHANGE COMMISSION
Arkansas (State or other jurisdiction of incorporation or organization) | 71-0682831 (IRS Employer Identification Number) |
Conway, Arkansas 72032
(501) 328-4770
(Address including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Chief Executive Officer and Secretary
Home BancShares, Inc.
719 Harkrider
Conway, Arkansas 72032
(501) 328-4656
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
C. Douglas Buford, Jr., Esq.
Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C.
425 West Capitol Avenue, Suite 1800
Little Rock, Arkansas 72201
Telephone: (501) 688-8866
Facsimile: (501) 918-7866
Large accelerated filero | Accelerated filerþ | Non-accelerated filero (Do not check if a smaller reporting company) | Smaller Reporting Companyo |
Proposed Maximum | Proposed Maximum | |||||||||||||||||||||
Title of Each Class of | Amount to be | Offering Price Per | Aggregate Offering | Amount of | ||||||||||||||||||
Securities to be Registered | Registered (1)(2) | Security (1)(2) | Price (1)(2) | Registration Fee (3) | ||||||||||||||||||
Common Stock, par value $0.01 per share | ||||||||||||||||||||||
Preferred Stock, par value $0.01 per share | ||||||||||||||||||||||
Rights | ||||||||||||||||||||||
Warrants | ||||||||||||||||||||||
Total | $ | 150,000,000 | $ | 8,370 | ||||||||||||||||||
(1) | Not specified as to each class of securities to be registered pursuant to General Instruction II.D of Form S-3. | |
(2) | An indeterminate aggregate initial offering price or number of securities of each identified class is being registered as may be issued at indeterminate prices from time to time. The securities registered include unspecified amounts and numbers of securities that may be issued upon conversion of or exchange for securities that provide for conversion or exchange or pursuant to the antidilution provisions of any such securities. Separate consideration may or may not be received for securities issuable on exercise, conversion, or exchange of other securities. | |
(3) | Calculated in accordance with Rule 457(o) under the Securities Act. |
Table of Contents
The information in this prospectus is not complete and may be changed. This prospectus is included in a registration statement that we filed with the Securities and Exchange Commission. We may not sell these securities or accept an offer to buy these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting offers to buy these securities in any state where such offer or sale is not permitted.
Preferred Stock
Rights
Warrants
2
Table of Contents
• | the effects of future economic conditions, including inflation or a decrease in residential housing values; | ||
• | governmental monetary and fiscal policies, as well as legislative and regulatory changes; | ||
• | the risks of changes in interest rates or the level and composition of deposits, loan demand and the values of loan collateral, securities and interest sensitive assets and liabilities; |
3
Table of Contents
• | the effects of terrorism and efforts to combat it; | ||
• | credit risks; | ||
• | the effects of competition from other commercial banks, thrifts, mortgage banking firms, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market and other mutual funds and other financial institutions operating in our market area and elsewhere, including institutions operating regionally, nationally and internationally, together with competitors offering banking products and services by mail, telephone and the Internet; | ||
• | the effect of any mergers, acquisitions or other transactions to which we or our subsidiaries may from time to time be a party, including our ability to successfully integrate any businesses that we acquire; and | ||
• | the failure of assumptions underlying the establishment of our allowance for loan losses. |
4
Table of Contents
719 Harkrider, Suite 100
Conway, Arkansas 72032
Attn: Corporate Secretary
(501) 328-4770
5
Table of Contents
Six Months Ended | ||||||||||||||||||||||||||||
June 30, | Years Ended December 31, | |||||||||||||||||||||||||||
2009 | 2008 | 2008 | 2007 | 2006 | 2005 | 2004 | ||||||||||||||||||||||
Ratio of Earnings to Fixed Charges: | ||||||||||||||||||||||||||||
Including interest on deposits | 1.83x | 1.59x | 1.20x | 1.39x | 1.38x | 1.47x | 2.31x | |||||||||||||||||||||
Excluding interest on deposits | 3.77x | 3.58x | 1.84x | 2.62x | 2.57x | 2.82x | 4.74x | |||||||||||||||||||||
Ratio of Earnings to Fixed Charges and Preferred Dividends: | ||||||||||||||||||||||||||||
Including interest on deposits | 1.73x | 1.59x | 1.20x | 1.39x | 1.38x | 1.45x | 2.21x | |||||||||||||||||||||
Excluding interest on deposits | 3.20x | 3.58x | 1.84x | 2.62x | 2.51x | 2.65x | 4.20x |
6
Table of Contents
7
Table of Contents
8
Table of Contents
• | the title of the warrants; | ||
• | the total number of warrants; | ||
• | the number of shares of common stock purchasable upon exercise of the warrants to purchase common stock and the price at which such shares of common stock may be purchased upon exercise; | ||
• | the designation and terms of the preferred stock with which the warrants are issued and the number of warrants issued with each share of preferred stock; | ||
• | the date on and after which the warrants and the related common stock or preferred stock will be separately transferable; | ||
• | if applicable, the date on which the right to exercise the warrants will commence and the date on which this right will expire; | ||
• | if applicable, the minimum or maximum amount of the warrants which may be exercised at any one time; | ||
• | a discussion of federal income tax, accounting and other special considerations, procedures and limitations relating to the warrants; and | ||
• | any other terms of the warrants including terms, procedures and limitations relating to the exchange and exercise of the warrants. |
9
Table of Contents
• | on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, including, as of the date of this prospectus, the NASDAQ Global Select Market in the case of our common stock; | ||
• | in the over-the-counter market; | ||
• | in transactions otherwise than on these exchanges or services or in the over-the-counter market; or | ||
• | through the writing of options, whether the options are listed on an options exchange or otherwise. |
• | the public offering price; | ||
• | the name or names of any underwriters, dealers or agents; | ||
• | the purchase price of the securities; | ||
• | the proceeds from the sale of the securities to us; | ||
• | any underwriting discounts, agency fees, or other compensation payable to underwriters or agents; | ||
• | any discounts or concessions allowed or reallowed or repaid to dealers; and | ||
• | the securities exchanges on which the securities will be listed, if any. |
10
Table of Contents
11
Table of Contents
12
Table of Contents
Preferred Stock
Rights
Warrants
Table of Contents
SEC registration fee | $ | 8,370 | ||
Legal fees and expenses | * | |||
Accounting fees and expenses | * | |||
Miscellaneous fees and expenses | * | |||
Total expenses | $ | * |
* | Estimated expenses are not presently known. |
II-1
Table of Contents
II-2
Table of Contents
II-3
Table of Contents
HOME BANCSHARES, INC. | ||||
By: | /s/ C. Randall Sims | |||
C. Randall Sims | ||||
Chief Executive Officer and Secretary | ||||
Signature | Title | Date | ||
/s/ John W. Allison | Chairman of the Board of Directors | August 6, 2009 | ||
/s/ C. Randall Sims | Chief Executive Officer, Secretary and Director (Principal Executive Officer) | August 6, 2009 | ||
/s/ Ron W. Strother | President, Chief Operating Officer and Director | August 6, 2009 | ||
/s/ Randy E. Mayor | Chief Financial Officer, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer) | August 6, 2009 | ||
/s/ Robert H. Adcock, Jr. | Vice Chairman of the Board and Director | August 6, 2009 | ||
/s/ Richard H. Ashley | Director | August 4, 2009 |
II-4
Table of Contents
Signature | Title | Date | ||
/s/ Dale A. Bruns | Director | August 6, 2009 | ||
/s/ Richard A. Buckheim | Director | August 5, 2009 | ||
/s/ Jack E. Engelkes | Director | August 5, 2009 | ||
/s/ James G. Hinkle | Director | August 5, 2009 | ||
/s/ Alex R. Lieblong | Director | August 4, 2009 | ||
/s/ William G. Thompson | Director | August 7, 2009 |
II-5
Table of Contents
Exhibit Number | Description | |||
4.1 | — | Restated Articles of Incorporation of Home BancShares, Inc. (incorporated by reference to Exhibit 3.1 of Home BancShares’s registration statement on Form S-1 (File No. 333-132427), as amended) | ||
4.2 | — | Amendment to the Restated Articles of Incorporation of Home BancShares, Inc. (incorporated by reference to Exhibit 3.2 of Home BancShares’s registration statement on Form S-1 (File No. 333-132427), as amended) | ||
4.3 | — | Second Amendment to the Restated Articles of Incorporation of Home BancShares, Inc. (incorporated by reference to Exhibit 3.3 of Home BancShares’s registration statement on Form S-1 (File No. 333-132427), as amended) | ||
4.4 | — | Third Amendment to the Restated Articles of Incorporation of Home BancShares, Inc. (incorporated by reference to Exhibit 3.4 of Home BancShares’s registration statement on Form S-1 (File No. 333-132427), as amended) | ||
4.5 | — | Fourth Amendment to the Restated Articles of Incorporation of Home BancShares, Inc. (incorporated by reference to Exhibit 3.1 of Home BancShares’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, filed on August 8, 2007) | ||
4.6 | — | Fifth Amendment to the Restated Articles of Incorporation of Home BancShares, Inc. (incorporated by reference to Exhibit 4.6 of Home BancShares’s registration statement on Form S-3 (File No. 333-157165)) | ||
4.7 | — | Certificate of Designations of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, filed with the Secretary of State of the State of Arkansas on January 14, 2009 (incorporated by reference to Exhibit 3.1 of Home BancShares’s Current Report on Form 8-K, filed on January 21, 2009) | ||
4.8 | — | Restated Bylaws of Home BancShares, Inc. (incorporated by reference to Exhibit 3.5 of Home BancShares’s registration statement on Form S-1 (File No. 333-132427), as amended) | ||
4.9 | — | Letter Agreement, dated January 16, 2009, including the Securities Purchase Agreement — Standard Terms incorporated by reference therein, between the Company and the Treasury (incorporated by reference to Exhibit 10.1 of Home BancShares’s Current Report on Form 8-K, filed on January 21, 2009) | ||
4.10 | — | Warrant to purchase up to 288,129 shares of Common Stock, issued on January 16, 2009 (incorporated by reference to Exhibit 4.1 of Home BancShares’s Current Report on Form 8-K, filed on January 21, 2009) | ||
4.11 | — | Specimen Stock Certificate representing Home BancShares, Inc. Common Stock (incorporated by reference to Exhibit 4.6 of Home BancShares’s registration statement on Form S-1 (File No. 333-132427), as amended) | ||
4.12* | — | Form of Certificate of Designations with respect to any series of preferred stock issued hereunder | ||
4.13* | — | Form of Preferred Stock Certificate | ||
4.14* | — | Form of Rights Agreement | ||
4.15* | — | Form of Warrant Agreement, including form of Warrant Certificate | ||
5.1 | — | Opinion of Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C. | ||
12.1 | — | Computation of Ratio of Earnings to Fixed Charges and Preferred Share Dividends | ||
15.1 | — | Awareness Letter from BKD, LLP regarding unaudited interim financial information |
II-6
Table of Contents
Exhibit Number | Description | |||
23.1 | — | Consent of BKD, LLP | ||
23.2 | — | Consent of Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C. (included in Exhibit 5.1) | ||
24.1 | — | Power of Attorney (on signature page) |
* | To be filed by a post-effective amendment to this registration statement or as an exhibit to a Current Report on Form 8-K and incorporated by reference herein. |
II-7