Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) Amendment to Executive Employment Agreement for
On
The Amendment provides, among other things, that the Company may terminate
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated by reference herein.
Entry into Restrictive Covenant Agreement
In connection with the execution of the Amendment,
The foregoing description of the Restrictive Covenant Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Restrictive Covenant Agreement, which is attached as Exhibit 10.2 to this Current Report on Form 8-K, and incorporated by reference herein.
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Forward-Looking Statements
Certain statements contained in this Current Report on Form 8-K may not be based on historical facts and should be considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by reference to a future period(s) or by the use of forward-looking terminology, such as "anticipate," "believe," "budget," "contemplate," "continue," "estimate," "expect," "foresee," "intend," "indicate," "target," "plan," positions," "prospects," "project," "predict," or "potential," by future conditional verbs such as "could," "may," "might," "should," "will," or "would," or by variations of such words or by similar expressions. These forward-looking statements include, without limitation, statements relating to the impact the Company and Simmons expect the Transaction to have on the combined entities' operations, financial condition and financial results, and the Company's and Simmons' expectations about their ability to obtain regulatory approvals and the Company's shareholder approval, their ability to successfully integrate the combined businesses and the amount of cost savings and other benefits the Company and Simmons expect to realize as a result of the Transaction. The forward-looking statements may also include, without limitation, those relating to the Company's and Simmons' predictions or expectations of future business or financial performance as well as goals and objectives for future operations, financial and business trends, business prospects, and management's outlook or expectations for future growth, revenue, expenses, assets, capital levels, liquidity levels, asset quality, profitability, earnings, accretion, customer service, investment in digital channels, or other future financial or business performance, strategies or expectations, the impacts of the COVID-19 pandemic and the ability of the Company and Simmons to manage the impacts of the COVID-19 pandemic, capital resources, market risk, plans for investments in securities, effect of future litigation, acquisition strategy, legal and regulatory limitations and compliance and competition.
These forward-looking statements involve risks and uncertainties, and may not be
realized due to a variety of factors, including, without limitation: changes in
the Company's and Simmons' operating, acquisition, or expansion strategy; the
effects of future economic conditions (including unemployment levels and
slowdowns in economic growth), governmental monetary and fiscal policies, as
well as legislative and regulatory changes, including in response to the
COVID-19 pandemic; changes in interest rates; possible adverse rulings,
judgements, settlements, and other outcomes of pending or future litigation,;
the ability to obtain regulatory approvals and meet other closing conditions to
the Transaction; delay in closing the Transaction; difficulties and delays in
integrating the Spirit business or fully realizing cost savings and other
benefits of the Transaction; changes in Simmons' share price before closing; the
outcome of any legal proceedings that may be instituted against the Company or
Simmons as a result of the Transaction or otherwise; the occurrence of any
event, change or other circumstance that could give rise to the right of one or
both parties to terminate the Agreement; business disruption following the
Transaction; the reaction to the Transaction of the companies' customers,
employees and counterparties; uncertainty as to the extent of the duration,
scope, and impacts of the COVID-19 pandemic on the Company, Simmons and the
Transaction; and other relevant risk factors, which may be detailed from time to
time in the Company's and Simmons' press releases and filings with the
The Company and Simmons believe the assumptions and expectations that underlie or are reflected in any forward-looking statements, expressed or implied, in this Current Report on Form 8-K are reasonable, based on information available to the Company and Simmons on the date of this Current Report on Form 8-K. However, given the described uncertainties and risks, the Company and Simmons cannot guarantee its future performance or results of operations or whether the Company's and Simmons' future performance will differ materially from the performance reflected in or implied by its forward-looking statements, and you should not place undue reliance on these forward-looking statements. All forward-looking statements, expressed or implied, included in this Current Report on Form 8-K are expressly qualified in their entirety by the cautionary statements contained or referred to herein. Any forward-looking statement speaks only as of the date of this Current Report on Form 8-K, and neither the Company nor Simmons undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Important Additional Information and Where to Find It
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the proposed Transaction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act, and no offer to sell or solicitation of an offer to buy shall be made in any jurisdiction in which such offer, solicitation or sale would be unlawful.
In connection with the Transaction, Simmons will file with the
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The Registration Statement will include a proxy statement of Spirit and a
prospectus of Simmons (the "Proxy Statement/Prospectus"), and Simmons and/or
Spirit may file with the
Free copies of the Proxy Statement/Prospectus, as well as other filings
containing information about Simmons and Spirit, may be obtained at the
Participants in the Solicitation
The Company, Simmons, and certain of their respective directors, executive
officers and employees may be deemed to be participants in the solicitation of
proxies from the shareholders of the Company in connection with the proposed
Transaction. Information about the Company's directors and executive officers is
available in its proxy statement for its 2021 annual meeting of shareholders,
which was filed with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit 10.1 Amendment to Executive Employment Agreement by and betweenSpirit of Texas Bancshares, Inc. andDean O. Bass , dated as ofNovember 18, 2021 Exhibit 10.2 Restrictive Covenant Agreement by and betweenSpirit of Texas Bancshares, Inc. andDean O. Bass , dated as ofNovember 18, 2021 Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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