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 26, 2007
FIRST BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Missouri 000-22842 43-1654695
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File number) Identification No.)
142 East First Street, Mountain Grove, Missouri 65711
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(Address of principal executive office) (Zip code)
Registrant's telephone number, including are code: (417) 926-5151
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NA
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(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 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(b) On April 4, 2007, First Bancshares, Inc. ("Company") issued a press
release regarding the resignation of James W. Duncan on February 26, 2007, as
a director of the Company and its financial institution subsidiary, First Home
Savings Bank ("Bank"). Mr. Duncan's letter of resignation did not indicate
that his resignation was in connection with any disagreement with the Company
and the Company is not aware that Mr. Duncan's resignation was in connection
with any disagreement with Mr. Duncan on any matter pertaining to the
Company's operations, policies or practices.
(c) (1) The Company also announced that on March 22, 2007, the Bank hired
Dale W. Keenan as Executive Vice President-Senior Loan Officer. Mr. Keenan has
more than 23 years of experience with financial institutions including the
last 5 years in senior management.
In connection with his employment on March 30, 2007, Mr. Keenan was
granted 5,000 incentive stock options under the Company's 2004 Stock Option
Plan. The options vest at 20% per year beginning March 30, 2008.
There are no family relationships between Mr. Keenan and any director or
other executive officer of the Company and the Bank and he was not appointed
as an officer pursuant to any arrangement or understanding with any person.
Mr. Keenan has not engaged in any transaction with the Company or the Bank
that would be reportable as a related party transaction under the rules of the
Securities and Exchange Commission ("SEC").
(2) On March 12, 2007, the Bank hired John K. Francka as Senior Vice
President-Chief Credit Officer. Mr. Francka has more than 19 years of
experience with financial institutions including the last 3 years in senior
management.
In connection with his employment on March 30, 2007, Mr. Francka was
granted 2,500 incentive stock options under the Company's 2004 Stock Option
Plan. The options vest at 20% per year beginning March 30, 2008.
There are no family relationships between Mr. Francka and any director or
other executive officer of the Company and the Bank and he was not appointed
as a director pursuant to any arrangement or understanding with any person.
Mr. Francka has not engaged in any transaction with the Company or the Bank
that would be reportable as a related party transaction under the rules of the
SEC.
(d) The Company also announced on April 4, 2007 that Daniel P. Katzfey, the
Company's and the Bank's President and Chief Executive Officer had been
elected to fill the vacancy on the Boards of Directors of the Company and the
Bank created by Mr. Duncan's resignation. Mr. Katzfey was not appointed to
serve on any of the Company's Committees of the Board of Directors at this
time.
There are no family relationships between Mr. Katzfey and any director or
other executive officer of the Company and the Bank and he was not appointed
as a director pursuant to any arrangement or understanding with any person.
Mr. Katzfey has not engaged in any transaction with the Company or the Bank
that would be reportable as a related party transaction under the rules of the
SEC.
For further information, see the Company's press release attached hereto
as Exhibit 99.1, which is incorporated herein by reference.
Item 8.01. Other Events
On March 30, 2007, the Company granted 20,000 incentive stock options to
Mr. Daniel P. Katzfey, President and Chief Executive Officer of the Company
and the Bank, and 5,000 incentive stock options to Mr. Ronald J. Walters,
Senior Vice President and Chief Financial Officer of the Company and the Bank.
The options were granted pursuant to the Company's 2004 Stock Option Plan and
vest at 20% per year beginning March 30, 2008.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 Form of Incentive Stock Option Agreement for options granted under
the 2004 Stock Option Plan (incorporated by reference to Exhibit
10.1 to the Company's Current Report on Form 8-K dated February
22, 2006)
99.1 News Release of First Bancshares, Inc. dated April 4, 2007.
SIGNATURES
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.
FIRST BANCSHARES, INC.
Date: April 4, 2007 /s/Daniel P. Katzfey
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Daniel P. Katzfey
President and Chief Executive Officer
Exhibit 99.1
Press Release Dated April 4, 2007
**FOR IMMEDIATE RELEASE**
FIRST BANCSHARES, INC.
ANNOUNCES RESIGNATION AND APPOINTMENT OF DIRECTOR;
HIRING OF NEW EXECUTIVE OFFICERS
Mountain Grove, Missouri (April 4, 2007) - First Bancshares, Inc. (The Nasdaq
Stock Market LLC - FstBksh: "FBSI") (the "Company"), the parent company of
First Home Savings Bank, Mountain Grove, Missouri ("Bank"), today announced
that James W. Duncan has submitted his resignation as a director of the
Company and the Bank.
The Company also announced the appointment of Daniel P. Katzfey, the current
President and Chief Executive Officer of the Company and the Bank, to fill the
vacancies created by Mr. Duncan's resignation.
The Company also announced that the Bank had recently hired two new executive
officers. Mr. Dale W. Keenan was hired as Executive Vice President-Senior Loan
Officer and Mr. John K. Francka was hired as Senior Vice President-Chief
Credit Officer.
Mr. Keenan joins the Bank most recently from Heritage Bank of the Ozarks where
he served as Senior Vice President, Senior Lender/Chief Lending Officer from
2003 until March, 2007 and was responsible for the lending department. Prior
to that he was with Peoples Bank of the Ozarks where he was responsible for
commercial loans. His experience includes supervision of the entire loan
function including commercial, agricultural and real estate lending.
Mr. Francka joins the Bank most recently from Empire Bank where he served as
Assistant Vice President/Commercial Lender, from 2002 until March 2007 and was
responsible for commercial lending, business development and community
involvement. Prior to that he was with Citizens Home Bank where he was
responsible for lending and branch management. His experience includes all
aspects of the lending function, including compliance, review, servicing and
underwriting.
First Home Savings Bank is an FDIC-insured savings bank chartered by the State
of Missouri that conducts business from its home office in Mountain Grove,
Missouri and ten full service branch facilities in Springfield, Marshfield,
Ava, Gainesville, Sparta, Theodosia, Crane, Galena, Kissee Mills and Rockaway
Beach, Missouri.
At December 31, 2006, First Bancshares, Inc. had consolidated total assets of
$237.0 million and stockholders' equity of $26.5 million.
Forward-looking statements:
Certain matters discussed in this press release may contain forward- looking
statements within the meaning of the Private Securities Litigation Reform Act
of 1995 and are made pursuant to the safe harbors of the PSLRA. Any such
forward-looking statements are subject to various risks and uncertainties and
are therefore qualified by First Bancshares, Inc.'s cautionary statements
contained in its filings with the Securities and Exchange Commission,
including, but not limited to Annual Reports on Form 10-KSB, Quarterly Reports
on Form 10-QSB and Current Reports on Form 8-K. Accordingly, these factors
should be considered in evaluating forward-looking statements, and undue
reliance should not be placed on such statements. The Company undertakes no
responsibility to update or revise any forward-looking statements.
For additional information contact Daniel P. Katzfey at (417) 926-5151.