Maryland
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43-1524856
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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1451 E. Battlefield, Springfield, Missouri
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65804
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of securities
to be registered
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Amount to be registered
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Proposed maximum offering price
per share
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Proposed
Maximum
Aggregate
offering price
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Amount of
registration fee
|
Common Stock, par value $.01 per share
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800,000
shares
(1)
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$57.68
(2)
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$46,144,000
(2)
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$5,744.93
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____________________ |
(1) |
Pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement includes an indeterminate number of additional shares as may be issuable as a result of a stock split, stock dividend or similar adjustment of the outstanding shares of the common stock of Great Southern Bancorp, Inc.
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(2) |
Calculated in accordance with Rule 457 under the Securities Act of 1933, as amended, based on the average of the high and low sale prices per share of the common stock on the NASDAQ Stock Market on June 12, 2018 of $57.68.
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(a) |
The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2017;
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(b)
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The Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018;
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(c)
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The Company's Current Reports on Form 8-K filed on January 4, 2018, January 29, 2018, March 20, 2018; April 19, 2018 (Item 8.01 only) and May 11, 2018; and
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(d)
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The description of the common stock, par value $.01 per share, of the Company contained in the Company's Registration Statement on Form 8-A filed on November 1, 1989, and all amendments or reports filed for the purpose of updating such description.
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Item 8. |
Exhibits
.
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Item 9. |
Undertakings
.
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(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(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.
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(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.
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(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 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to 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.
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(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 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.
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GREAT SOUTHERN BANCORP, INC.
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By: |
/s/ Joseph W. Turner
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Joseph W. Turner
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President and Chief Executive Officer
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By:
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/s/ Joseph W. Turner
Joseph W. Turner, President, Chief Executive Officer and Director
(Principal Executive Officer)
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Date: June 15, 2018
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By:
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/s/ Rex A. Copeland
Rex A. Copeland, Treasurer
(Principal Financial and Accounting Officer)
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Date: June 15, 2018
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By:
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/s/ William V. Turner
William V. Turner, Chairman of the Board
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Date: June 15, 2018
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By:
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/s/ Kevin R. Ausburn
Kevin R. Ausburn, Director
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Date: June 15, 2018
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By:
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/s/ Julie T. Brown
Julie T. Brown, Director
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Date: June 15, 2018
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By:
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/s/ Thomas J. Carlson
Thomas J. Carlson, Director
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Date: June 15, 2018
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By:
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/s/ Larry D. Frazier
Larry D. Frazier, Director
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Date: June 15, 2018
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By:
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/s/ Debra M. Hart
Debra M. Hart, Director
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Date: June 15, 2018
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By:
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/s/ Douglas M. Pitt
Douglas M. Pitt, Director
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Date: June 15, 2018
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By:
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/s/ Earl A. Steinert, Jr.
Earl A. Steinert, Jr., Director
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Date: June 15, 2018
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Exhibit
Number
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Document
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Charter of the Registrant (included as Appendix D to the Definitive Proxy Statement on Schedule 14A filed on March 31, 2004 by Great Southern Bancorp, Inc. (File No. 000-18082), and incorporated herein by reference).
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Articles Supplementary to the Registrant's Charter setting forth the terms of the Registrant's Senior Non-Cumulative Perpetual Preferred Stock, Series A (included as Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on August 18, 2011 (File No. 000-18082) and incorporated herein by reference).
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Bylaws of the Registrant (included as Exhibit 3.2 to the Registrant's Current Report on Form 8-K filed on October 19, 2007 (File No. 000-18082) and incorporated herein by reference).
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Opinion of Silver, Freedman, Taff & Tiernan LLP
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The Registrant's 2018 Omnibus Incentive Plan (included as Appendix A to the Registrant's Definitive Proxy Statement on Schedule 14A filed on March 27, 2018 and incorporated herein by reference).
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Form of Incentive Stock Option Award Agreement under the 2018 Omnibus Incentive Plan.
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Form of Non-Qualified Stock Option Award Agreement under the 2018 Omnibus Incentive Plan.
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Consent of Silver, Freedman, Taff & Tiernan LLP (contained in Exhibit 5).
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Consent of BKD, LLP.
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Power of Attorney (contained on signature page).
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3299 K STREET, N.W., SUITE 100
WASHINGTON, D.C. 20007
(202) 295-4500
WWW.SFTTLAW.COM
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Very truly yours,
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/s/ SILVER, FREEDMAN, TAFF & TIERNAN LLP
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SILVER, FREEDMAN, TAFF & TIERNAN LLP
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Vesting Date
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Cumulative Percentage of
Initial Award Vested
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GREAT SOUTHERN BANCORP, INC.
_________________________________________
[Name/Title]
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ACCEPTED:
__________________________________________
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__________________________________________
(Street Address)
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___________________________________________
(City, State, and Zip Code)
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Vesting Date
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Cumulative Percentage of
Initial Award Vested
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GREAT SOUTHERN BANCORP, INC.
_________________________________________
[Name/Title]
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ACCEPTED:
__________________________________________
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__________________________________________
(Street Address)
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___________________________________________
(City, State, and Zip Code)
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/s/ BKD, LLP
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Springfield, Missouri
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June 15, 2018
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