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 22, 2007
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FIRST BANCSHARES, INC.
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(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
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 8.01 OTHER EVENTS
On February 22, 2008, First Bancshares, Inc.'s Board of Directors
approved a 1-for-1,000 reverse stock split. The purpose of the reverse stock
split is to reduce the number of First Bancshares's stockholders below 300 so
that First Bancshares may deregister its shares with the Securities and
Exchange Commission ("SEC") and cease being a reporting company.
As a result of the reverse stock split, each stockholder owning fewer
than 1,000 shares of common stock of First Bancshares immediately before the
reverse stock split will receive $21.00 in cash, without interest, for each
share of First Bancshares common stock owned by such stockholder immediately
prior to the reverse stock split and will no longer be a stockholder of First
Bancshares. First Bancshares estimates that, as a result of the proposed
reverse stock split, First Bancshares will reduce its stockholders of record
from approximately 495 stockholders to approximately 125 stockholders.
After the repurchase of fractional shares, First Bancshares will effect a
1,000-for-1 forward stock split of the remaining First Bancshares common
stock. Each holder of 1,000 or more shares of common stock immediately before
the reverse stock split will participate in the forward stock split, which
will result in such stockholder holding the same number of shares of common
stock he held prior to the reverse stock split.
The proposed transaction requires an amendment to First Bancshares's
Articles of Incorporation that must be approved by holders of a majority of
the outstanding common shares of First Bancshares. Only First Bancshares
stockholders of record as of the close of business on the record date will be
entitled to notice of, and to vote at, the annual meeting of stockholders, to
consider the transaction. The description of the proposed transaction included
in this Current Report is not a solicitation of a proxy or an offer to acquire
any common shares of First Bancshares. Proxy solicitations will be made only
by means of a definitive proxy statement to be delivered to all stockholders.
First Bancshares filed a preliminary proxy statement and Schedule 13E-3 with
the SEC outlining the transaction today. All stockholders are advised to read
the definitive proxy statement and Schedule 13E-3 carefully. Stockholders may
obtain a free copy of the proxy statement and Schedule 13E-3 at the SEC's
website http://www.sec.gov. First Bancshares will also mail a copy of the
definitive proxy statement prior to the annual meeting to stockholders
entitled to vote at the annual meeting.
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: February 22, 2007 FIRST BANCSHARES, INC.
/s/Daniel P. Katzfey
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Daniel P. Katzfey
President and Chief Executive Officer
(Principal Executive Officer)