Form S-8 Business First Bancshare

 

As filed with the Securities Exchange Commission on August 19, 2022

Registration Statement No. 333-

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

---

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

---

 

BUSINESS FIRST BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

 

---

 

Louisiana		20-5340628
(State of incorporation or organization)		(I.R.S. Employer Identification Number)
500 Laurel Street, Suite 101 Baton Rouge, Louisiana 70801 (225) 248-7600 (Address of principal executive officers and zip code)

 

---

 

BUSINESS FIRST BANCSHARES, INC. 2017 EQUITY INCENTIVE PLAN

(Full title of the plan)

 

---

 

 

David R. (“Jude”) Melville III

President and Chief Executive Officer

Business First Bancshares, Inc.

500 Laurel Street, Suite 101
Baton Rouge, Louisiana 70801

(225) 248-7600

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

---

 

Copy to:

 

Lowell W. Harrison, Esq.

Kevin E. Strachan, Esq.

Fenimore Kay Harrison LLP

812 San Antonio Street, Suite 600

Austin, Texas 78701

(512) 583-5900

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non−accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b−2 of the Exchange Act. (Check one):

 

Large accelerated filer	☐	Accelerated filer	☒
Non−accelerated filer	☐	Smaller reporting company	☐
		Emerging Growth Company	☐

                         

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.    ☐

 

 

EXPLANATORY NOTE

 

Business First Bancshares, Inc. (the “Registrant” or “Business First”) has prepared this Registration Statement in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), to register (i) 143,908 shares of common stock issuable upon the exercise of outstanding options granted prior to the date hereof, and (ii) an additional 400,000 shares of common stock reserved for future issuance. The shares of common stock registered on this Registration Statement are of the same class as the securities for which the Registrant filed Registration Statement on Form S-8 (File No.: 333-225393) with the Commission (the “Prior Registration Statement”). All shares of Business First common stock registered on this Registration Statement and on the Prior Registration Statement are issuable pursuant to grants or options under the Business First Bancshares, Inc. 2017 Equity Incentive Plan, as amended by that certain 2022 Amendment to the Business First Bancshares, Inc. 2017 Equity Incentive Plan (as amended, the “2017 Plan”). Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statement are incorporated by reference into this Registration Statement.

 

 

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents by Reference.

 

The Registrant incorporates by reference in this Registration Statement:

 

1.    The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021 that was filed with the Commission on March 1, 2022 (including portions of the Registrant’s Definitive Proxy on Schedule 14A, filed with the Commission on May 2, 2022, as amended May 3, 2022, incorporated by reference to such Annual Report on Form 10-K);

 

2.    The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 that was filed with the Commission on May 4, 2022 and for the quarter ended June 30, 2022 that was filed with the Commission on August 4, 2022;

 

3.    The Registrant’s Current Reports on Form 8-K filed with the Commission on March 1, June 1 and June 24, 2022 (other than any portions thereof deemed furnished and not filed in accordance with SEC rules); and

 

4.     The description of Registrant’s common stock included as Exhibit 4.3 to its Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Commission on March 5, 2021, and any other amendment or report filed for the purposes of updating such description.

 

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, subsequent to the date of this Registration Statement shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents until such time as there shall have been filed a post-effective amendment that indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold at the time of such amendment.

 

Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.

 

Item 8.

Exhibits.

 

The list of exhibits under “Exhibit Index” at the end of this Registration Statement is incorporated herein by reference.

 

EXHIBIT INDEX

 

NUMBER			DESCRIPTION
5.1*			Opinion of Fenimore Kay Harrison LLP
23.1			Consent of Fenimore Kay Harrison LLP (contained in Exhibit 5.1)
23.2*			Consent of FORVIS LLP
24.1			Power of attorney (included on signature page)
99.1			Business First Bancshares, Inc., 2017 Equity Incentive Plan. (incorporated by reference to Appendix A to the amended Definitive Proxy on Schedule 14A filed with the Commission on May 3, 2022).
107*			Filing Fee Table

 

---

* Filed herewith.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on the 19th day of August, 2022.

 

	BUSINESS FIRST BANCSHARES, INC.
	By:	/s/ David R. Melville, III
		David R. Melville, III
		President and Chief Executive Officer

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David R. Melville, III as his true and lawful attorney-in-fact and agent with full power of substitution, for him in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated on August 18, 2022.

 

Signature		Title	Date
By:	/s/ David R. Melville, III	President, Chief Executive Officer and Director	August 18, 2022
	David R. Melville, III	(Principal Executive Officer)
By:	/s/ Gregory Robertson	Chief Financial Officer	August 18, 2022
	Gregory Robertson	(Principal Financial and Accounting Officer)
By:	/s/ Drew C. Brees	Director	August 18, 2022
	Drew C. Brees
By:	/s/ James J. Buquet, III	Director	August 18, 2022
	James J. Buquet, III
By:	/s/ Carol M. Calkins	Director	August 18, 2022
	Carol M. Calkins
By:	/s/ Ricky D. Day	Director	August 18, 2022
	Ricky D. Day

 

 

By:	/s/ John Ducrest	Director	August 18, 2022
	John Ducrest
By:	/s/ Mark P. Folse	Director	August 18, 2022
	Mark P. Folse
By:	/s/ Robert S. Greer, Jr.	Chairman of the Board	August 18, 2022
	Robert S. Greer, Jr.
By:	/s/ J. Vernon Johnson	Director	August 18, 2022
	J. Vernon Johnson
By:	/s/ Rolfe H. McCollister, Jr.	Director	August 18, 2022
	Rolfe H. McCollister, Jr.
By:	/s/ Andrew D. McLindon	Director	August 18, 2022
	Andrew D. McLindon
By:	/s/ Patrick E. Mockler	Director	August 18, 2022
	Patrick E. Mockler
By:	/s/ David A. Montgomery, Jr.	Director	August 18, 2022
	David A. Montgomery, Jr.
By:	/s/ Arthur J. Price	Director	August 18, 2022
	Arthur J. Price
By:	/s/ Kenneth Smith	Director	August 18, 2022
	Kenneth Smith
By:	/s/ Keith A. Tillage	Director	August 18, 2022
	Keith A. Tillage
By:	/s/ Steven G. White	Director	August 18, 2022
	Steven G. White

 

 

Exhibit 5.1

 

 

191 PEACHTREE STREET NE, SUITE 849

ATLANTA, GEORGIA 30303
770-282-5111  |  FAX:  770-282-3779

 

August 19, 2022

 

Business First Bancshares, Inc.

500 Laurel Street, Suite 101

Baton Rouge, Louisiana 70801

 

Re:

Business First Bancshares, Inc.

Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

We have acted as special counsel to Business First Bancshares, Inc., a Louisiana corporation (the “Company”), in connection with the preparation and filing of the Company’s Registration Statement on Form S-8 (the “Registration Statement”), relating to the registration by the Company of (i) 143,908 shares of common stock issuable upon the exercise of outstanding time-based options under the Business First Bancshares, Inc. 2017 Equity Incentive Plan (as amended, the “Plan”) and (ii) 400,000 shares of common stock reserved for issuance under the Plan. Collectively, shares of common stock being registered under the Registration Statement with respect to the Plan are referred to herein as the “Shares.” This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”).

 

In connection with this opinion, we have examined and relied upon originals or copies of (1) the Plan; (2) the forms of award agreements under the Plan, as applicable; (3) the Registration Statement; (4) the Amended and Restated Articles of Incorporation of the Company; (5) the Amended and Restated Bylaws of the Company; (6) certain resolutions of the Board of Directors of the Company; and (7) such other instruments, documents and records as we have deemed necessary, relevant or appropriate for the purposes hereof. We have relied on, and assumed the accuracy of, certificates of officers of the Company and of public officials and others as to certain matters of fact relating to this opinion and have made such investigations of law as we have deemed necessary and relevant as a basis for the opinions set forth below.

 

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. In making our examination of executed documents, we have assumed that the parties thereto, other than the Company, had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties.

 

 

Based on and subject to the foregoing and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that the Shares have been duly authorized by the Company and, when the Shares are issued to the participants in the Plan, against any consideration, if any, all as contemplated by and in accordance with the terms and conditions of the Plan and any applicable award agreement, the Shares will be validly issued, fully paid and nonassessable.

 

This opinion is based on the laws of the State of Louisiana and the relevant federal law of the United States, and we express no opinion on the laws of any other jurisdiction. No opinion may be inferred or implied beyond the matters expressly stated herein. This opinion speaks only as of its date.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission.

 

 

                                                     

	Very truly yours,
	/s/ Fenimore Kay Harrison LLP

 

 

 

Exhibit 23.2

 

 

 

Consent of Independent Registered Public Accounting Firm

 

 

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Business First Bancshares Inc of our reports dated March 1, 2022 and March 5, 2021 with respect to the financial statements of Business First Bancshares Inc and the effectiveness of internal control over financial reporting, included in the Annual Report on Form 10-K for the years ended December 31, 2021 and December 31, 2020, respectively.

 

 

/s/ FORVIS, LLP (Formerly, Dixon Hughes Goodman LLP)

 

Fort Worth, Texas

August 19, 2022

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-8

(Form Type)

 

BUSINESS FIRST BANCSHARES, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities 

 

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered (3)	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity
-         Outstanding options (1)	Common stock	457(a), (c) and (h)(1)	143,908	$2.45 (4)	$352,575 (4)	0.0000927	$32.68
-         To be issued in the future (2)	Common stock	457(a), (c)and (h)(1)	400,000	$24.46 (5)	$9,784,000 (5)	0.0000927	$906.98
Total Offering Amounts					$10,136,575		$939.66
Total Fee Offset6							$ --
Net Fee Due							$939.66

(1)

Represents shares of common stock of Business First Bancshares, Inc. (“Business First”) underlying currently outstanding option awards originally issued by Texas Citizens Bancorp, Inc. (“Texas Citizens”). On March 1, 2022, Texas Citizens merged with and into Business First, and all then-outstanding Texas Citizens options were terminated and replaced with a Business First options exercisable into an aggregate of 143,908 shares of Business First common stock.

(2)

Represents 400,000 shares of Business First common stock reserved for issuance under the Business First Bancshares, Inc. 2017 Equity Incentive Plan, or the 2017 Plan, as amended by that certain 2022 Amendment to the Business First Bancshares, Inc. 2017 Equity Incentive Plan, which amendment was approved by Business First shareholders on June 23, 2022.

(3)

Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement also covers additional shares that may become issuable under the above-named plans by reason of certain corporate transactions or events, including any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding shares of common stock.

(4)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act based on the average of the high and low prices of the registrant’s common stock on The Nasdaq Global Select Market on August 12, 2022, less the weighted average exercise price of the stock options outstanding under the 2017 Plan of $22.01.

(5)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act based on the average of the high and low prices of the registrant’s common stock on The Nasdaq Global Select Market on August 12, 2022 .

 

 

---

Serious News for Serious Traders! Try StreetInsider.com Premium Free!

---

You May Also Be Interested In

• UPDATE - New Study Reveals Potential Treatment for Neurological Lyme Disease
• Endowment fund helps undergraduates explore career opportunities
• Carbios files its 2023 Universal Registration Document