FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Exchange Act of 1934
Date
of
Report (Date of earliest event reported) December 28, 2007
SIMMONS
FIRST NATIONAL CORPORATION
(Exact
name of registrant as specified in its charter)
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Arkansas
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0-6253
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71-0407808
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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501
Main Street, Pine Bluff, Arkansas
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71601
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(Address
of principal executive offices)
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(Zip
Code)
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(870)
541-1000
(Registrant's
telephone number, including area code)
Not
Applicable
(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 (see General Instruction
A.2. below):
[
] 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))
In
October
2007, Simmons First National Corporation (SFNC), as a member of Visa U.S.A.
Inc.
(Visa U.S.A.), received shares of restricted stock in Visa, Inc. (Visa) as
a
result of its participation in the global restructuring of Visa U.S.A., Visa
Canada Association, and Visa International Service Association in preparation
for an initial public offering. On December 17, 2007 SFNC reported on
Form 8-K the recording of a $928 thousand charge related to Visa’s settlement of
an antitrust lawsuit with American Express.
On
December 18, 2007, the SEC accounting staff provided guidance on the appropriate
accounting treatment with respect to a number of accounting issues arising
out
of the Visa Reorganization. The guidance stated that Visa member banks are
required to recognize the contingent obligation to indemnify Visa, Inc. under
its bylaws (which were modified at the time of the Visa Reorganization) for
potential losses arising from the covered Litigation at the estimated fair
value
of such obligation in accordance with FASB Interpretation No. 45. While the
estimation of any potential losses related to this litigation is highly
speculative, SFNC will recognize, in its fourth quarter financial statements,
a
charge of approximately $292 thousand, or $.01 per diluted common share to
recognize the contingent liability related to the Discover antitrust lawsuit.
With respect to the remaining litigation related to Visa U.S.A., at this
time
the Company does not know the probable outcome of such litigation and cannot
reasonably estimate a range of loss. SFNC will continue to monitor these
litigation matters and record any change in the liability related to other
litigation upon additional information becoming available. Also as a result
of
the guidance from the SEC, SFNC will not reflect in its fourth quarter financial
statements any value for its membership interest in Visa as a result of the
Visa
Reorganization. Upon successful completion of the anticipated IPO, the fair
value of such interest will be realized based on the value of shares used
to
establish the escrow account and shares redeemed for cash (limited to the
amount
of the obligation recorded). The Company expects the value of these shares
to
exceed the aggregate amount of this charge and the charge previously recorded
for the American Express settlement.
#
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FOR
MORE
INFORMATION CONTACT:
DAVID
W.
GARNER
Senior
Vice President and Investor Relations Officer
Simmons
First National Corporation
(870)
541-1000
Ticker
symbol: SFNC
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.
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SIMMONS
FIRST NATIONAL CORPORATION |
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/s/
Robert A. Fehlman |
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Date:
December
28,
2007
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Robert
A. Fehlman, Executive Vice President
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and Chief Financial
Officer
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