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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Southern Missouri Bancorp Inc | NASDAQ:SMBC | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.91 | 1.68% | 55.20 | 22.07 | 56.00 | 55.50 | 54.80 | 54.80 | 29,459 | 01:00:00 |
SOUTHERN MISSOURI BANCORP, INC.
|
(Exact name of registrant as specified in its charter)
|
Missouri
|
43-1665523
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
531 Vine Street, Poplar Bluff, Missouri
|
63901
|
|
(Address of principal executive offices)
|
(Zip Code)
|
SOUTHERN BANK 401(K) RETIREMENT PLAN
|
(Full title of the plan)
|
Greg Steffens
President
Southern Missouri Bancorp, Inc.
531 Vine Street
Poplar Bluff, Missouri 63901
|
copies to:
Martin L. Meyrowitz, P.C.
Beth A. Freedman, P.C.
Silver, Freedman & Taff, L.L.P.
(a limited liability partnership including professional corporations)
3299 K Street, N.W., Suite 100
Washington, D.C. 20007
|
Title of Securities to be
registered
|
Amount to be
registered
|
Proposed
maximum
offering price
per share
|
Proposed
maximum
aggregate
offering price
(2)
|
Amount of
registration fee
(2)
|
|
Common Stock, par value
$.01 per share
|
150,000 shares
|
$15.68
(1)
|
$2,352,000
(1)
|
$167.70
(1)
|
|
Interest in Plan
|
N/A
|
N/A
(2)
|
N/A
|
N/A
|
|
(1)
|
Estimated in accordance with Rule 457(h), calculated on the basis of $15.68 per share, which was the average of the high and low sale prices per share of the common stock on The Nasdaq Global Market on November 9, 2010.
|
||||
(2)
|
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. In accordance with Rule 457(h)(2), no separate fee calculation is made for plan interests.
|
|
(a)
|
the Annual Report on Form 10-K of the Company, which includes the consolidated balance sheets of Southern Missouri Bancorp, Inc. and its subsidiaries as of June 30, 2010 and 2009, and related consolidated statements of income, changes in equity and cash flows for the years then ended, filed with the SEC on September 17, 2010;
|
|
(b)
|
The Quarterly Report on Form 10-Q for the calendar quarter ended September 30, 2010, filed with the SEC on November 15, 2010 (File No.
000-23406);
|
|
(c)
|
the Current Report on Form 8-K of the Company, filed with the SEC on October 25, 2010;
|
|
(d)
|
The description of the common stock, par value $.01 per share, of Southern Missouri Bancorp, Inc. contained in its Registration Statement on Form S-1 (File No. 333-2320) as filed with the SEC on January 3, 1994
; and
|
|
(e)
|
All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act"), after the filing of this Registration Statement, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference into this Registration Statement and the Prospectus and to be a part hereof and thereof from the date of the filing of such documents. Any statement contained in the documents incorporated, or deemed to be incorporated, by reference herein or in the Prospectus shall be deemed to be modified or superseded for purposes of this Registration Statement and the Prospectus to the extent that a statement contained herein or therein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein or therein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement or the Prospectus.
|
|
(a)
|
The undersigned Registrant hereby undertakes:
|
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
|
(i)
|
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
|
|
(ii)
|
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;
|
|
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
|
|
(2)
|
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona
fide
offering thereof.
|
|
(3)
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
|
(b)
|
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
|
(c)
|
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
|
SOUTHERN MISSOUR BANCORP, INC.
|
||
By:
|
/s/ Greg A. Steffens
|
|
Name:
Title
|
Greg A. Steffens
President
|
By:
|
/s/ Samuel H. Smith
Samuel H. Smith
Chairman of the Board of Directors
|
November 17, 2010
|
|
By:
|
/s/ Greg A. Steffens
Greg A. Steffens
President
(
Principal Executive Officer
)
|
November 17, 2010
|
|
By:
|
/s/Sammy A. Schalk
Sammy A. Schalk
Vice Chairman and Director
|
November 17, 2010
|
|
By:
|
/s/ Ronnie D. Black
Ronnie D. Black
Secretary and Director
|
November 17, 2010
|
|
By:
|
/s/ L. Douglas Bagby
L. Douglas Bagby
Director
|
November 17, 2010
|
|
By:
|
/s/ Rebecca McLane Brooks
Rebecca McLane Brooks
Director
|
November 17, 2010
|
|
By:
|
/s/ Charles R. Love
Charles R. Love
Director
|
November 17, 2010
|
|
By:
|
/s/ Charles R. Moffitt
Charles R. Moffitt
Director
|
November 17, 2010
|
|
By:
|
/s/ Dennis C. Robison
Dennis C. Robison
Director
|
November 17, 2010
|
|
By:
|
/s/ Matthew T. Funke
Matthew T. Funke
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
November 17, 2010
|
Southern Bank
as Plan Administrator
|
|
By:
|
/s/ Greg A. Steffens
Name: Greg A. Steffens
Title: President
|
Exhibit
Number
|
Description
|
4.1
|
Charter of the Registrant (a
ttached as an exhibit to the Registrant’s Annual Report on Form 10-KSB for the fiscal year ended June 30, 1999,
and incorporated herein by reference).
|
4.2
|
Bylaws of the Registrant (a
ttached as an exhibit to the Current Report on Form 8-K filed by the Registrant on December 6, 2007,
and incorporated herein by reference).
|
4.3
|
Form of the Registrant's specimen common stock certificate (filed as Exhibit 4.1 to the Company's
Form S-1 registration statement filed on January 3, 1994 (File No. 333-2320), and incorporated herein by reference
).
|
5
|
Opinion of Silver, Freedman & Taff, L.L.P.
|
23.1
|
Consent of Silver, Freedman & Taff, L.L.P. (contained in Exhibit 5)
|
23.2
|
Consent of BKD, LLP
|
24
|
Power of Attorney (contained on signature page)
|
99.1
|
Southern Bank 401(k) Retirement Plan*
|
1 Year Southern Missouri Bancorp Chart |
1 Month Southern Missouri Bancorp Chart |
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