Spirit of Texas Bancshares : Completion of Acquisition or Disposition of Assets - Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 8, 2022

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Spirit of Texas Bancshares, Inc.
(Exact name of registrant as specified in its charter)

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1836 Spirit of Texas Way

Conroe, Texas77301

(Address of principal executive offices) (Zip Code)

(936)521-1836

(Registrant's telephone number, including area code)

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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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

On April 8, 2022 (the "Closing Date"), Spirit of Texas Bancshares, Inc. (the "Company" or "Spirit") completed the transactions contemplated by the previously announced Agreement and Plan of Merger, dated as of November 18, 2021 (the "Merger Agreement"), by and between the Company and Simmons First National Corporation ("Simmons").

On the Closing Date, Spirit was merged with and into Simmons, with Simmons continuing as the surviving corporation (the "Merger"). Immediately thereafter, Spirit's subsidiary bank, Spirit of Texas Bank SSB, was merged with and into Simmons' subsidiary bank, Simmons Bank, with Simmons Bank continuing as the surviving bank. The Merger Agreement and the transactions contemplated thereby, including the Merger, are more particularly described in Spirit's Definitive Proxy Statement on Schedule DEFM14A (File No. 001-38484) filed by Spirit with the U.S. Securities and Exchange Commission (the "SEC") on January 20, 2022.

At the effective time of the Merger (the "Effective Time"), pursuant to the terms of the Merger Agreement, each share of common stock, no par value, of Spirit ("Spirit common stock") was converted into 1.0016722 shares of Class A Common Stock, $0.01 par value per share, of Simmons (the "Simmons common stock"), with cash paid in lieu of fractional shares of Simmons common stock and to cash out Spirit stock options and warrants that were outstanding immediately prior to the Effective Time.

The foregoing summary of the Merger Agreement and the Merger is not complete and is qualified in its entirety by reference to the complete text of the Merger Agreement, which is incorporated by reference as Exhibit 2.1 hereto and is incorporated herein by reference.

In connection with the consummation of the Merger, Spirit requested that the Nasdaq Stock Market ("Nasdaq") suspend trading of Spirit common stock on Nasdaq and remove Spirit common stock from listing on Nasdaq, in each case, after the closing of the market on April 8, 2022. Spirit also requested that Nasdaq file a notification of removal from listing of Spirit common stock on Form 25 with the SEC. As a result, Spirit common stock will no longer be listed on Nasdaq.

Simmons, as successor to Spirit, intends to file a Form 15 with the SEC to request the deregistration of Spirit common stock under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the suspension of Spirit's reporting obligations under Sections 13 and 15(d) of the Exchange Act as promptly as practicable. The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

As set forth under Item 2.01 of this Current Report on Form 8-K, as of the Effective Time, each holder of Spirit common stock immediately prior to the Effective Time ceased to have any rights as a shareholder of Spirit other than the right to receive the consideration as described above under Item 2.01 and subject to the terms and conditions set forth in the Merger Agreement.

The information set forth under Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

On April 8, 2022, Spirit was merged with and into Simmons pursuant to the Merger Agreement, with Simmons continuing as the surviving corporation.

The information set forth under Items 2.01, 3.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

As of the Effective Time, all of Spirit's directors and executive officers ceased serving in such capacities.

At the Effective Time, the Amended and Restated Certificate of Formation, as amended, and the Second Amended and Restated Bylaws of Spirit ceased to be in effect by operation of law and the organizational documents of Simmons (as successor to Spirit by operation of law) remained the Amended and Restated Articles of Incorporation and the Amended and Restated By-Laws of Simmons, consistent with the terms of the Merger Agreement. A copy of the Amended and Restated Certificate of Incorporation and the Amended and Restated By-Laws of Simmons are incorporated by reference as Exhibits 3.1 and 3.2 hereto and are incorporated herein by reference.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

(d) Exhibits.

* Previously filed. Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any document so furnished.

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.