UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)   November 7, 2018


SOUTHERN MISSOURI BANCORP, INC.

(Exact name of registrant as specified in its charter)


Missouri
 
000-23406
 
43-1665523
(State or other
 
(Commission File No.)
 
(IRS Employer
jurisdiction of incorporation)
     
Identification Number)


2991 Oak Grove Road, Poplar Bluff, Missouri
 
63901
(Address of principal executive offices)
 
(Zip Code)


Registrant's telephone number, including area code:  (573) 778-1800



N/A

(Former name or former address, if changed since last report)

      
         Registrant's telephone number, including area code:     (573) 778-1800
 
        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:        
 
 ☐
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 1 4d-2(b) under the Exchange Act (17 CFR 240.1 4d-2(b))
 ☐
Pre-commencement communications pursuant to Rule 1 3e-4(c) under the Exchange Act (17 CFR 240.1 3e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
 
 
 
 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
 
On November 7, 2018, Southern Missouri Bancorp, Inc. (the "Company") filed a Certificate of Amendment to its Articles of Incorporation, as amended (the "Amendment"), with the Secretary of State of the State of Missouri to increase the number of authorized shares from 12.0 million to 25.0 million.   As set forth in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 30, 2018, at the Company's 2018 Annual Meeting of Stockholders on October 29, 2018, the Company's stockholders approved the Amendment.  Thereafter, the Board authorized the filing of the Amendment.

The full text of the Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.
(d)   Exhibits

 
Certificate of Amendment to the Articles of Incorporation (as amended) of Southern Missouri Bancorp, Inc.

 
 
 

 
 
 
 
SIGNATURES

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.


     
SOUTHERN MISSOURI BANCORP, INC.
       
Date:  November 8, 2018
 
By:
/s/ Greg A. Steffens
     
Greg A. Steffens
     
President and Chief Executive Officer


 
 
 
 
 
 
 
 
 
 
 

 
EXHIBIT 3.1

 
CERTIFICATE OF AMENDMENT TO
ARTICLES OF INCORPORATION OF
SOUTHERN MISSOURI BANCORP, INC.
Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned corporation certifies as follows:
1.
The name of the corporation is Southern Missouri Bancorp, Inc. The corporation was originally organized under the name SMB Acquisition Bancorp, Inc. on September 16, 1998.
   
2.
The amendment set forth below was adopted by the shareholders of Southern Missouri Bancorp, Inc. on October 29, 2018.
   
3.
The amendment adopted, which affects only Article III, Section 3.1, subsection (a) of the Articles of Incorporation (the remainder of said Article III is unchanged), is as follows:
   
"3.1.  The Corporation shall have the authority to issue the following shares: (a) Twenty-five million (25,000,000) shares shall be voting common stock with a par value of $0.01 per share ("Common Stock")."
   
4.
The number of shares of common stock of Southern Missouri Bancorp, Inc. outstanding and entitled to vote on the amendment was 8,996,584.
   
5.
The number of shares of common stock voted for the amendment was 7,447,904 and the number of shares of common stock voted against the amendment was 608,757.
   
6.
The amendment does not provide for an exchange, reclassification or cancellation of any issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of any class.
   
7.
The effective date of the amendment shall be the date of filing of this Certificate of Amendment.

[Signature page follows]
 
 

 
This Certificate of Amendment has been executed as of this 1 st day of November 2018.

In Affirmation thereof, the facts stated above are true and correct:


 
SOUTHERN   MISSOURI   BANCORP , INC .
 
 
 
By:
/s/ Greg Steffens
 
Name:
Greg Steffens
 
Title:
President and Chief Executive Officer

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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