SIMMONS FIRST NATIONAL CORPORATION
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): February 28, 2006
SIMMONS
FIRST NATIONAL CORPORATION
(Exact
name of registrant as specified in its charter)
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Arkansas
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0-6253
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71-0407808
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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501
Main Street, Pine Bluff, Arkansas
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71601
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(Address
of principal executive offices)
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(Zip
Code)
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(870)
541-1000
(Registrant’s
telephone number, including area code)
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):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
5.02
Departure of Directors or Principal Offices; Election of Directors;
Appointment of Principal Officers
The
Board
of Directors of the Company has appointed David Bartlett as President and Chief
Operating Officer, Marty Casteel, as Executive Vice President, and Robert A.
Fehlman, as Executive Vice President and Chief Financial Officer of the Company,
effective on March 1, 2006.
Mr.
Bartlett, who is 54 years old, has served as Chairman and Chief Executive
Officer of Simmons First Bank of Hot Springs (formerly known as Alliance Bank),
a subsidiary of the Company, since the acquisition of that bank by the Company
in March, 2004. Mr. Bartlett will continue to serve in this position.
Previously, Mr. Bartlett had served as Chairman and Chief Executive Officer
of
Alliance Bank since its formation in 1997.
There
are
no arrangements or understandings between Mr. Bartlett and the Company and
any
person pursuant to which Mr. Bartlett has been selected as an officer. Mr.
Bartlett is not related to any director or other executive officer of the
Company or any subsidiary of the Company by blood, marriage or adoption. Mr.
Bartlett has not been a party to any transaction with the Company in which
the
amount exceeds $60,000 and in which he had a direct or indirect material
interest.
Mr.
Bartlett does not have an employment contract with the Company or any of its
subsidiaries. Mr. Bartlett does have an Executive Severance Agreement with
the
Company. The agreement, which is only effective for a period of up to two years
after a change in control occurs, provides for severance benefits in an amount
equal to twice his annual salary plus bonus but only if he separates from
service under certain circumstances within the two year period.
Mr.
Casteel, who is 54 years old, has served as Executive Vice President of Simmons
First National Bank, a subsidiary of the Company, with responsibility over
retail branching, wealth management, cash management and operation support
since
April, 2004. Mr. Casteel will continue to serve in this position. Previously,
Mr. Casteel served as a senior vice president of Simmons First National Bank
for
consumer banking from 2001 to 2004 and executive vice president of Simmons
First
Mortgage Company, a subsidiary of the Company from 1990 to 2001.
There
are
no arrangements or understandings between Mr. Casteel and the Company and any
person pursuant to which Mr. Casteel has been selected as an officer. Mr.
Casteel is not related to any director or other executive officer of the Company
or any subsidiary of the Company by blood, marriage or adoption. Mr. Casteel
has
not been a party to any transaction with the Company in which the amount exceeds
$60,000 and in which he had a direct or indirect material interest.
Mr.
Casteel does not have an employment contract with the Company or any of its
subsidiaries. Mr. Casteel does have an Executive Severance Agreement with the
Company. The agreement, which is only effective for a period of up to two years
after a change in control occurs, provides for severance benefits in an amount
equal to twice his annual salary plus bonus but only if he separates from
service under certain circumstances within the two year period.
Mr.
Fehlman, who is 41 years old, has served as Senior Vice President and Chief
Financial Officer of the Company since March, 2004. Previously, Mr. Fehlman
served as Controller of the Company from 1997 to 2004.
There
are
no arrangements or understandings between Mr. Fehlman and the Company and any
person pursuant to which Mr. Fehlman has been selected as an officer. Mr.
Fehlman is not related to any director or other executive officer of the Company
or any subsidiary of the Company by blood, marriage or adoption. Mr. Fehlman
has
not been a party to any transaction with the Company in which the amount exceeds
$60,000 and in which he had a direct or indirect material interest.
Mr.
Fehlman does not have an employment contract with the Company or any of its
subsidiaries. Mr. Fehlman does have an Executive Severance Agreement with the
Company. The agreement, which is only effective for a period of up to two years
after a change in control occurs, provides for severance benefits in an amount
equal to twice his annual salary plus bonus but only if he separates from
service under certain circumstances within the two year period.
A
press
release issued by Simmons First National Corporation is included as Exhibit
99.1
to this Form 8-K.
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, thereunto
duly authorized.
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SIMMONS
FIRST NATIONAL CORPORATION |
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| Date:
March 1, 2006 |
By: |
/s/ Robert
A. Fehlman |
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Robert
A. Fehlman, |
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Executive
Vice President and Chief Financial Officer |
INDEX
TO EXHIBITS
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Exhibit
Number
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Exhibit
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10.1
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Executive
Severance Agreement - David Bartlett
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10.2
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Executive
Severance Agreement - Marty Casteel
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10.3
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Amended
and Restated Executive Severance Agreement - Robert A.
Fehlman
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99.1
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Press
release announcing promotions within Simmons First National
Corporation
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