UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 10-KSB
Amendment No. 1
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended June 30, 2007 OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
Commission File Number: 0-22842
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FIRST BANCSHARES, INC.
----------------------
(Name of small business issuer in its charter)
Missouri 43-1654695
-------------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
142 E. First Street
Mountain Grove, Missouri 65711
------------------------ -----
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (417) 926-5151
Securities registered under Section 12(b) of the Act:
Common Stock, par value $0.01 per share The Nasdaq Stock Market LLC
--------------------------------------- ---------------------------
(Title of Class) (Name of each exchange on which
registered)
Securities registered under Section 12(g) of the Act: None
Check whether the issuer is not required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act [ ]
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes x No
--- ---
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [x]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes No x
--- ---
The issuer's revenues for the fiscal year ended June 30, 2007 were $16.0
million.
As of September 28, 2007, registrant had outstanding 1,550,815 shares of
common stock. The registrant's common stock is listed on the Nasdaq Global
Market of The Nasdaq Stock Market LLC under the symbol "FBSI." The aggregate
market value of the common stock held by non-affiliates of the registrant,
based on the closing sales price of the registrant's common stock as quoted on
The Nasdaq Stock Market LLC on September 28, 2007, was $24.4 million. For
purposes of this calculation, officers and directors of the registrant are
considered affiliates of the registrant. The exclusion of the value of the
shares owned by these individuals shall not be deemed an admission by the
issuer that such person is an affiliate of the issuer.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Stockholders for the Fiscal Year Ended
June 30, 2007. (Parts I and II)
Transitional Small Business Disclosure Format (check one): Yes No X
--- ---
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-KSB amends the Annual Report on Form
10-KSB for the year ended June 30, 2007 ("Original Report") of First
Bancshares, Inc. (the "Company"), and is being filed to amend Items 9 through
14 of Part III of the Original Report to include the information required by
such items because the Company's definitive proxy statement will not be filed
within 120 days after the end of its 2007 fiscal year and therefore may not be
incorporated by reference. Each such item is set forth in its entirety as
amended. This Amendment No. 1 also corrects the numbering of the exhibit list
in Item 13. No other changes to the Original Report have been made. This
Amendment No. 1 on Form 10-KSB does not reflect events occurring after the
filing of the Original Report and does not modify or update the disclosure in
the Original Report.
PART III
Item 9. Directors, Executive Officers, Promoters, Control Persons and
Corporate Governance; Compliance with Section 16(a) of the Exchange
Act
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Directors
The following table provides information regarding the Company's
directors. Unless otherwise indicated, the principal occupation listed for
each person below has been his occupation for the past five years.
Year First
Age Elected Year
Name (1) Principal Occupation Director (2) Term Expires
------------------ ----- -------------------------------------- ---------------- ---------------
Billy E. Hixon 60 Retired partner from regional CPA firm 2005 2010 (3)
of BKD, LLP
John G. Moody 55 Judge of the 44th Missouri Judicial 1993 2010 (3)
Circuit
D. Mitch Ashlock 50 President and Chief Executive Officer 2006 (4) 2008
of First Federal of Olathe Bancorp, Inc.
and First Federal Savings and Loan
Association of Olathe
Thomas M. Sutherland 56 One of the owners and operators of the 2004 2008
Sutherlands Home Improvement Centers group
of stores
Harold F. Glass 66 Partner of Millington, Glass & Love, a law 1978 2009
firm located in Springfield, Missouri
Daniel P. Katzfey 45 President and Chief Executive Officer of 2007 (5) 2009
First Bancshares and First Home Savings Bank
_________
(1) At June 30, 2007.
(2) Includes prior service on the Board of Directors of the Savings Bank.
(3) Assuming election at the annual meeting of stockholders.
(4) Mr. Ashlock was appointed to the Board of Directors as of December 26,
2006 to fill a vacancy created by an increase in the size of the Board
from five to six directors.
(5) Mr. Katzfey was appointed to the Board of Directors as of March 30, 2007
to fill the vacancy created by the resignation of James W. Duncan.
Executive Officers
For information concerning Executive Officers of the Company, see the
section captioned "-- Executive Officers" in Part I of this Form 10-KSB, which
is incorporated herein by this reference.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act requires the Company's
executive officers and directors, and persons who beneficially own more than
ten percent of any registered class of its common stock, to file reports of
ownership and changes in ownership with the SEC and to provide copies of these
reports to the Company. Based solely on the Company's review of the forms it
has received and written representations provided to it, it believes that
1
during the fiscal year ended June 30, 2007, all filing requirements applicable
to its reporting officers, directors and greater than ten percent beneficial
owners were properly and timely complied with.
Code of Ethics
On August 25, 2004, the Board Directors adopted the Officer and Director
Code of Ethics. The Code is applicable to each of the Company's directors and
officers, including the principal executive officer and senior financial
officers, and requires individuals to maintain the highest standards of
professional conduct. The Code was included as Exhibit 14 to the Company's
Form 10-KSB for the year ended June 30, 2006. A copy of the Code of Ethics is
available upon request by contacting the Corporate Secretary, First
Bancshares, Inc., P.O. Box 777, Mountain Grove, Missouri 65711.
Audit Committee and Audit Committee Financial Expert
The Audit Committee consists of Directors Moody and Hixon. The Board of
Directors has determined Director Hixon qualifies as an "audit committee
financial expert," as defined by the SEC. Mr. Hixon is independent, as
independence for audit committee members as defined under the listing
standards of the NASDAQ Stock Market.
Item 10. Executive Compensation
--------------------------------
Directors' Compensation
The following table shows the compensation paid to the Company's
non-employee directors for the year ended June 30, 2007. Compensation paid to
Daniel P. Katzfey, the President and Chief Executive Officer, and James W.
Duncan, the former President and Chief Executive Officer, is included in the
section entitled "Executive Compensation." The directors did not have any
stock awards outstanding, nor did they receive any non-equity plan
compensation or non-qualified deferred compensation earnings.
Fees
Earned or Option All Other
Paid in Awards Compensa
Name Cash ($) ($)(1) -tion ($) Total ($)
------------------ --------- -------- ---------- ----------
D. Mitch Ashlock 3,000 - - 3,000
Harold F. Glass 6,600 - 4,411 (2) 11,011
Billy E. Hixon 6,600 538 - 7,138
John G. Moody 6,600 - - 6,600
James F. Moore (3) 3,000 - - 3,000
Thomas M. Sutherland 6,000 538 - 6,538
------------------------------------------------------------------
_________
(1) The amounts shown represent the dollar amount of expense recognized for
financial statement reporting purposes in 2007 for awards made in prior
years and being earned by the director ratably over a five-year period from
the date of the award. Amounts are calculated pursuant to the provisions of
Financial Accounting Standards Board Statement of Financial Accounting
Standards No. 123 (revised 2004), "Share-Based Payment" ("FAS 123R"). For a
discussion of valuation assumptions, see Note 10 of the Notes to
Consolidated Financial Statements in the Company's Annual Report on Form
10-KSB for the year ended June 30, 2007. As of June 30, 2007, the directors
after the President and CEO had an aggregate of 2,000 stock options
outstanding.
(2) Consists of medical and dental insurance premiums.
(3) Dr. Moore's term on the Board expired as of the 2006 annual meeting of
stockholders.
Members of the Company's Board of Directors do not receive any fees.
Members of the Savings Bank's Board of Directors currently receive a fee of
$600 per Board meeting, and Director Glass receives an additional $200 per
2
meeting for legal fees. No fees are paid to directors for attendance at
committee meetings.
Executive Compensation
Summary Compensation Table. The following table shows information
regarding 2007 compensation for the Company's named executive officers: (1)
Daniel P. Katzfey, the principal executive officer; and (2) James W. Duncan,
the former principal executive officer. The Company had no other executive
officers who earned in excess of $100,000 during the year ended June 30, 2007.
The named executive officers did not have any stock awards outstanding, nor
did they receive any bonus, non-equity plan compensation or non-qualified
deferred compensation earnings.
All
Other
Option Compensa
Name and Principal Salary Awards -tion Total
Position Year ($) ($)(1) ($)(2) ($)
------------------ ------- ------ -------- -------- -------
Daniel P. Katzfey (3) 2007 100,223 19,760 1,812 121,795
President and
Chief Executive
Officer
James W. Duncan (4) 2007 93,771 22,333 5,429 121,533
Former President and
Chief Executive
Officer
_________
(1) The amounts shown represent the dollar amount of expense recognized for
financial statement reporting purposes in 2007 for awards made in the
current and prior years and being earned by the officer ratably over a
five-year period from the date of the award. Amounts are calculated
pursuant to the provisions FAS 123R. For a discussion of valuation
assumptions, see Note 10 of the Notes to Consolidated Financial Statements
in the Company's Annual Report on Form 10-KSB for the year ended June 30,
2007.
(2) Please see the table below for more information on the other compensation
paid to the named executive officers in the year ended June 30, 2007.
(3) Mr. Katzfey was appointed President and Chief Executive Officer on
December 29, 2006. Prior to that, he had served as Executive Vice
President and Chief Lending Officer since September 29, 2006.
(4) Mr. Duncan resigned as President and Chief Executive Officer on December
22, 2006.
All Other Compensation. The following table sets forth details of "All
Other Compensation," as presented above in the Summary Compensation Table.
401(k) Directors' Fees Automobile
Name Contribution ($) ($) Allowance ($) Total ($)
--------------- ----------------- --------------- ------------ --------
Daniel P. Katzfey - 1,800 12 1,812
James W. Duncan 2,585 600 2,244 5,429
Employment Agreement and Potential Post-Employment Compensation.
Employment Agreement. The Savings Bank entered into an employment
agreement with Mr. Katzfey effective January 1, 2007. The agreement has a
term of one year and may be renewed by the Board for an additional year each
year unless the Savings Bank gives Mr. Katzfey 60 days prior written notice
that the agreement will not be extended. The agreement provides for a base
salary which may not be reduced. Mr. Katzfey's current base salary under the
agreement is $145,430 and is subject to annual review by the Board. Under the
agreement, Mr. Katzfey is eligible to participate in retirement and employee
benefit programs available to the Savings Bank's executive officers.
3
In the event of an involuntary termination (other than for cause or after
a change of control), the Savings Bank must pay to Mr. Katzfey his salary for
a period of six months following the termination, at the rate in effect
immediately prior to the date of termination, payable in such manner and at
such times as the salary would have been payable to Mr. Katzfey if he had
continued to be employed by the Savings Bank. An involuntary termination is
defined as: (1) the termination of Mr. Katzfey's employment by the Savings
Bank without his consent; (2) a material demotion of Mr. Katzfey; or (3) the
failure of the Savings Bank's Board of Directors to elect Mr. Katzfey as
President and Chief Executive Officer of the Savings Bank or any action by the
Board removing him from that office. If Mr. Katzfey's employment had been
terminated as of June 30, 2007 for any of these reasons, he would have been
entitled to payments totaling $72,715.
If Mr. Katzfey's employment terminates by reason of this death, the
Savings Bank will pay to his estate or other designee, an amount equal to two
months salary together with any other benefits provided under the Savings
Bank's insurance or retirement plan. If Mr. Katzfey had died on June 30,
2007, his estate or other designee would have been entitled to a payment of
$25,400.
In the event of Mr. Katzfey's involuntary termination in connection with,
or within 12 months before or after, a change in control of the Company or the
Savings Bank, the Savings Bank will pay Mr. Katzfey a lump sum in an amount
equal to 299% of his "base amount" as defined in Section 280G of the Internal
Revenue Code of 1986. If Mr. Katzfey's employment had been terminated in
connection with a change in control on June 30, 2007, he would have received a
lump sum payment of approximately $455,700. The agreement contains a
provision that if this payment and the value of benefits received or to be
received under the agreement, together with any other amounts and the value of
benefits received or to be received by Mr. Katzfey, would cause any amount to
be nondeductible by the Savings Bank for federal income tax purposes, then the
payments and benefits will be reduced to maximize the amounts and value of
benefits to be received by Mr. Katzfey without causing any amount to become
nondeductible.
Equity Plans. The Company's 2004 Stock Option Plan and 2004 Management
Recognition Plan provide for accelerated vesting of awards in the event of a
change in control. If a tender offer or exchange offer for the Company's
common stock is commenced, or if a change in control occurs, all options
granted and not fully exercisable shall become exercisable in full upon the
happening of such event. With respect to unvested awards of restricted stock,
at the election of a participant that is made within 60 days following such
date, the restricted period shall lapse and all shares awarded as restricted
stock shall become fully vested in the participant to whom such shares were
awarded. If the participant does not make an election within 60 days
following such tender offer, exchange offer or change in control, the shares
will continue to be vested in accordance with the other provisions of the
award. If a tender offer or exchange offer had commenced or a change in
control had occurred as of June 30, 2007, the named executive officers would
have received the following benefits:
4
Accelerated Vesting Accelerated Vesting
of Stock Options of Restricted Stock
Name ($)(1) Awards ($)
-------------------- ------------------- --------------------
Daniel P. Katzfey 3,200 --
James W. Duncan -- --
_________
Reflects the excess of the fair market value of the underlying shares as of
June 30, 2007 over the exercise price of all unvested options.
The 2004 Management Recognition Plan provides that if a participant
incurs a termination of service by reason of death, disability or normal
retirement after attainment of age 65, the restricted period with respect to
the participant's restricted stock will lapse. The named executive officers
had no restricted stock awards outstanding as of June 30, 2007.
Outstanding Equity Awards. The following information with respect to
outstanding options and restricted stock as of June 30, 2007 is presented for
the named executive officers. The named executive officers had no equity
incentive plan awards outstanding.
Option Awards (1) Stock Awards (1)
------------------------------------------------------------- -------------------------
Number of Number of Number of Market
Securities Securities Shares or Value of
Underlying Underlying Units of Shares or
Unexercised Unexercised Stock Units of
Options Options Option Option That Have Stock That
(#) (#) Exercise Expir- Not Have Not
Grant Exer- Unexer- Price ation Vested Vested
Name Date cisable cisable ($) Date (#) ($)
------------------ ----------- ------------ ------------- --------- --------- --------- ------------
Daniel P. Katzfey 11/09/06 2,000 8,000 16.10 11/09/16 8,000 128,000
3/30/07 - 20,000 17.00 03/30/17 20,000 330,000
James W. Duncan - - - - - -
______
(1) Option and stock awards vest ratably over the five-year period from the
grant date, with the first 20% vesting one year after the grant date.
Item 11. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
---------------------------------------------------------------------------
Equity Compensation Plan Information
The following table summarizes share and exercise price information about
the Company's equity compensation plans as of June 30, 2007.
5
(c)
Number of
securities
(a) remaining
Number of (b) available for
securities to Weighted- future issuance
be issued upon average under equity
exercise of exercise price compensation plans
outstanding of outstanding (excluding
options, options, securities
warrants and warrants and reflected in
Plan Category rights rights column (a))
------ ------ ----------
Equity compensation plans
approved by security
holders:
Option Plan 64,500 $16.76 35,500
Restricted stock plan - - 50,000
Equity Compensation Plans not
approved by security
holders: - - -
----------------------------------------------------------------------
Total 64,500 $16.76 85,500
======================================================================
Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth, as of September 30, 2007, information
regarding share ownership of:
* those persons or entities (or groups of affiliated persons or
entities) known by management to beneficially own more than five
percent of the Company's common stock other than directors and
executive officers;
* each director and director nominee of the Company;
* each executive officer of the Company or the Savings Bank named in
the Summary Compensation Table appearing under "Executive
Compensation" above (known as "named executive officers"); and
* all current directors and executive officers of the Company and the
Savings Bank as a group.
Persons and groups who beneficially own in excess of five percent of the
Company's common stock are required to file with the SEC, and provide a copy
to the Company, reports disclosing their ownership pursuant to the Securities
Exchange Act of 1934. To the Company's knowledge, no other person or entity,
other than those set forth below, beneficially owned more than five percent of
the outstanding shares of the Company's common stock as of the close of
business on September 30, 2007.
Beneficial ownership is determined in accordance with the rules and
regulations of the SEC. In accordance with Rule 13d-3 of the Securities
Exchange Act, a person is deemed to be the beneficial owner of any shares of
common stock if he or she has voting and/or investment power with respect to
those shares. Therefore, the table below includes shares owned by spouses,
other immediate family members in trust, shares held in retirement accounts or
funds for the benefit of the named individuals, and other forms of ownership,
over which shares the persons named in the table may possess voting and/or
investment power. In addition, in computing the number of shares beneficially
owned by a person and the percentage ownership of that person, shares of
common stock subject to outstanding options that are currently exercisable or
6
exercisable within 60 days after September 30, 2007 are included in the number
of shares beneficially owned by the person and are deemed outstanding for the
purpose of calculating the person's percentage ownership. These shares,
however, are not deemed outstanding for the purpose of computing the
percentage ownership of any other person.
Number of Shares Percent of Common
Name Beneficially Owned (1) Stock Outstanding
--------------------------------- ---------------------- -----------------
Beneficial Owners of More Than 5%
Jeffrey L. Gendell (2) 108,880 7.02%
Tontine Financial Partners, L.P.
Tontine Management, L.L.C.
55 Railroad Avenue, 3rd Floor
Greenwich, Connecticut 06830
James W. Sight (3) 78,865 5.09
2100 Brookwood
Mission Hills, Kansas 66208
Directors
D. Mitch Ashlock - -
Harold F. Glass 46,649 3.01
Billy E. Hixon 200 0.01
John G. Moody 8,850 0.57
Thomas M. Sutherland (4) 25,698 1.66
Named Executive Officers
Daniel P. Katzfey (5) 2,000 0.13
James W. Duncan (6) 4,587 0.30
All Executive Officers and
Directors as a Group (seven persons) 87,984 5.67
_________
(1) The amounts shown include the following number of shares which the
indicated individuals have the right to acquire within 60 days of the
close of business on September 30, 2007, through the exercise of stock
options granted pursuant to the Company's stock option plan: Mr. Hixon,
200 shares; Mr. Sutherland, 200 shares; and Mr. Katzfey, 2,000 shares.
(2) Based on information disclosed in a Schedule 13D/A, dated September 10,
2003. According to this filing, Tontine Management, L.L.C., the general
partner of Tontine Financial Partners, L.P., has the power to direct the
affairs of Tontine Financial Partners, L.P., including decisions
respecting the receipt of dividends from, and the disposition of the
proceeds from the sale of, the shares. Mr. Gendell is the managing member
of Tontine Management, L.L.C., and in that capacity directs its
operations. Accordingly, Tontine Management, L.L.C., Tontine Financial
Partners, L.P. and Mr. Gendell have shared voting and dispositive power
with respect to the shares reported.
(3) Based on information disclosed in a Schedule 13D/A, dated March 6, 2007.
(4) Includes 1,355 shares held directly, 407 shares held in his wife's
individual retirement account, 510 shares held in trust for one adult
child and 23,226 held in trust for a minor child under the Missouri
Uniform Transfers to Minors Law.
(5) Mr. Katzfey is also a director of the Company.
(6) Mr. Duncan resigned as the President and Chief Executive Officer of the
Company and the Savings Bank effective December 22, 2006.
7
Item 12. Certain Relationships and Related Transactions, and Director
Independence
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Related Party Transactions
The Savings Bank, like many financial institutions, has followed the
policy of granting loans to its officers, directors and employees on the
security of their primary residences and also makes consumer loans to these
persons. These loans are made in accordance with all applicable federal
requirements. At June 30, 2007, loans to directors and executive officers,
including immediate family members, totaled $528,752. These loans (1) were
made in the ordinary course of business, (2) were made on substantially the
same terms and conditions, including interest rates and collateral, as those
prevailing at the time for comparable transactions with the Savings Bank's
other customers and (3) did not involve more than the normal risk of
collectibility or present other unfavorable features when made.
Mr. Harold F. Glass, one of the Company's directors, is a partner with
the law firm of Millington, Glass & Love, which serves as legal counsel for
the Company, the Savings Bank and its subsidiary. In this capacity,
Millington, Glass & Love was paid $54,592 in fees and expense reimbursement
during the year ended June 30, 2007. Of these fees and expense
reimbursements, Mr. Glass's interest was approximately $18,200. These
services were rendered on terms no less favorable to the Company and the
Savings Bank than those with unaffiliated third parties.
Director Independence
The Company's common stock is listed on the Nasdaq Global Market. In
accordance with Nasdaq requirements, at least a majority of the Company's
directors must be independent directors. The Board has determined that four
of the six directors are independent, as defined by Nasdaq. Directors Ashlock,
Hixon, Moody and Sutherland are all independent. Daniel P. Katzfey, who is
the Company's President and Chief Executive Officer, and Harold F. Glass, who
serves as legal counsel to the Company and the Savings Bank, are not
independent.
Item 13. Exhibits
-----------------
3.1 Articles of Incorporation of First Bancshares, Inc. (1)
3.2 Bylaws of First Bancshares, Inc. (1)
4.1 Specimen stock certificate of First Bancshares (1)
10.1 First Home Savings Bank 1994 Employee Stock Ownership Plan(1)
10.2 First Bancshares, Inc. 1993 Stock Option Plan (2)
10.3 First Home Savings Bank Management Recognition and Development Plan (2)
10.4 First Bancshares, Inc. 2004 Stock Option Plan (4)
10.5 Form of Incentive Stock Option Agreement (5)
10.6 Form of Non-Qualified Stock Option Agreement (5)
10.7 First Bancshares, Inc. 2004 Management Recognition Plan (4)
10.8 Employment Agreement with James W. Duncan (7)
10.9 Employment Agreement with Daniel P. Katzfey (8)
13 2007 Annual Report to Stockholders (Except for the portions of the 2007
Stockholder Report that are expressly incorporated by reference in this
Annual Report on Form 10-KSB, the 2007 Stockholder Report of the
Company shall not be deemed filed as a part hereof.)
14 Code of Ethics (9)
16 Letter on change in certifying accountant (10)
21 Subsidiaries of the Registrant
23 Auditors' Consent
31.1 Rule 13a-14(a) Certification (Chief Executive Officer)
31.2 Rule 13a-14(a) Certification (Chief Financial Officer)
32.1 Section 1350 Certification (Chief Executive Officer)
32.2 Section 1350 Certification (Chief Financial Officer)
8
__________
(1) Incorporated by reference to the Company's Registration Statement on
Form S-1 File No. 33-69886.
(2) Incorporated by reference to the Company's 1994 Annual Meeting Proxy
Statement dated September 14, 1994.
(3) Incorporated by reference to the Company's Form 10-KSB for the fiscal
year ended June 30, 2001. An updated Employment Agreement with Mr.
Schumacher was entered into in November 2004 and terminated in June
2005.
(4) Incorporated by reference to the Company's 2004 Annual Meeting Proxy
Statement dated September 15, 2004.
(5) Filed as an exhibit to the Current Report on Form 8-K dated February 22,
2006 and incorporated herein by reference.
(6) Filed as an exhibit to the Quarterly Report on Form 10-Q for the quarter
ended December 31, 2005.
(7) Filed as an exhibit to the Current Report on Form 8-K dated July 20,
2007.
(8) Filed as an exhibit to the Company's Form 10-KSB for the fiscal year
ended June 30, 2006.
(9) Filed as an exhibit to the Company's Current Report on Form 8-K filed on
May 2, 2006 and incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
-----------------------------------------------
The following table sets forth the aggregate fees billed to the Company
by its accountants, McGladrey & Pullen, LLP, for professional services
rendered for the fiscal years ended June 30, 2007 and 2006.
June 30,
2007 2006
--------- --------
Audit Fees $109,754 $168,819
Audit-Related Fees -- --
Tax Fees 15,749 12,509
All Other Fees -- --
The Company's Audit Committee will establish general guidelines for the
permissible scope and nature of any permitted non-audit services to be
provided by the independent auditor in connection with its annual review of
its charter. Pre-approval may be granted by action of the full Audit
Committee or by delegated authority to one or more members of the Audit
Committee. If this authority is delegated, all approved non-audit services
will be presented to the Audit Committee at its next meeting. In considering
non-audit services, the Audit Committee or its delegate will consider various
factors, including but not limited to, whether it would be beneficial to have
the service provided by the independent auditors and whether the service could
compromise the independence of the independent auditors.
9
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
FIRST BANCSHARES, INC.
Date: October 26, 2007 By: /s/Daniel P. Katzfey
--------------------
Daniel P. Katzfey
President and Chief
Executive Officer
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.
By: /s/Daniel P. Katzfey October 26, 2007
--------------------------------------
Daniel P. Katzfey
President and Chief Executive Officer
(Principal Executive Officer)
By: /s/Ronald J. Walters October 26, 2007
--------------------------------------
Ronald J. Walters
Senior Vice President, Treasurer and
Chief Financial Officer
(Principal Financial and Accounting Officer)
By: /s/Thomas M. Sutherland October 26, 2007
--------------------------------------
Thomas M. Sutherland
Chairman of the Board
By: /s/Harold F. Glass October 26, 2007
--------------------------------------
Harold F. Glass
Director
By: /s/John G. Moody October 26, 2007
--------------------------------------
John G. Moody
Director
By: /s/D. Mitch Ashlock October 26, 2007
--------------------------------------
D. Mitch Ashlock
Director
By: /s/Billy E. Hixon October 26, 2007
--------------------------------------
Billy E. Hixon
Director
EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT DESCRIPTION
-------------- -------------------
31.1 Rule 13a - 14(a) Certification (Chief Executive Officer)
31.2 Rule 13a - 14(a) Certification (Chief Financial Officer)
32.1 Rule 1350 Certification (Chief Executive Officer)
32.2 Rule 1350 Certification (Chief Financial Officer)
Exhibit 31.1
Rule 13a - 14(a) Certification
(Chief Executive Officer)
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, Daniel P. Katzfey, certify that:
1. I have reviewed this Annual Report on Form 10-KSB/A of First Bancshares,
Inc.;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the small
business issuer as of, and for, the periods presented in this report.
4. The small business issuer's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
small business issuer and have:
a. Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the small business
issuer, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which
this report is being prepared;
b. Evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on
such evaluation; and
c. Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the small
business issuer's most recent fiscal quarter (the small business issuer's
fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the
small business issuer's internal control over financial reporting; and
5. The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the
audit committee of the small business issuer's board of directors (or persons
performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer's ability
to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or
other employees who have a significant role in the small business
issuer's internal control over financial reporting.
Date: October 26, 2007 /s/Daniel P. Katzfey
-------------------------------------
Daniel P. Katzfey
President and Chief Executive Officer
Exhibit 31.2
Rule 13a - 14(a) Certification
(Chief Financial Officer)
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
I, Ronald J. Walters, certify that:
1. I have reviewed this Annual Report on Form 10-KSB/A of First Bancshares,
Inc.;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the small
business issuer as of, and for, the periods presented in this report.
4. The small business issuer's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
small business issuer and have:
a. Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the small business
issuer, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which
this report is being prepared;
b. Evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on
such evaluation; and
c. Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the small
business issuer's most recent fiscal quarter (the small business issuer's
fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the
small business issuer's internal control over financial reporting; and
5. The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer's ability
to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's
internal control over financial reporting.
Date: October 26, 2007 /s/Ronald J. Walters
---------------------------------
Ronald J. Walters
Senior Vice President, Treasurer
and Chief Financial Officer
Exhibit 32.1
Section 1350 Certifications
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
OF FIRST BANCSHARES, INC.
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned hereby certifies, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 and in connection with this Annual Report on Form
10-KSB/A for the fiscal year ended June 30, 2007, that:
1. the report fully complies with the requirements of Sections 13(a)
and 15(d) of the Securities Exchange Act of 1934, as amended, and
2. the information contained in the report fairly presents, in all
material respects, the company's financial condition and results of
operations as of the dates and for the periods presented in the
financial statements included in the report.
Date: October 26, 2007 /s/Daniel P. Katzfey
-------------------------------------
Daniel P. Katzfey
President and Chief Executive Officer
Exhibit 32.2
Section 1350 Certifications
CERTIFICATION OF CHIEF FINANCIAL OFFICER
OF FIRST BANCSHARES, INC.
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned hereby certifies, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 and in connection with this Annual Report on Form
10-KSB/A for the fiscal year ended June 30, 2007, that:
1. the report fully complies with the requirements of Sections 13(a)
and 15(d) of the Securities Exchange Act of 1934, as amended, and
2. the information contained in the report fairly presents, in all
material respects, the company's financial condition and results of
operations as of the dates and for the periods presented in the
financial statements included in the report.
Date: October 26, 2007 /s/Ronald J. Walters
--------------------------------
Ronald J. Walters
Senior Vice President, Treasurer
and Chief Financial Officer