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0001624322
0001624322
2021-03-18
2021-03-18
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): March 18, 2021
BUSINESS FIRST BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
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Louisiana
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001-38447
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20-5340628
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(State of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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500 Laurel Street, Suite 101
Baton Rouge, Louisiana
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70801
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(Address of principal executive offices)
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(Zip code)
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Registrant’s telephone number, including area code: (225) 248-7600
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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 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))
Securities registered pursuant to Section 12(b) of the Exchange Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $1.00 per share
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BFST
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NASDAQ Global Select Market
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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. ☐
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5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(d) On March 18, 2021, the boards of directors of Business First Bancshares, Inc. (“Business First”) and b1BANK appointed John Ducrest to serve as a director of each of Business First and b1BANK. Mr. Ducrest has not been appointed to serve on any committees of the Business First board of directors at this time.
The Board determined that Mr. Ducrest is an independent director under applicable Nasdaq listing standards. There is no arrangement or understanding between Mr. Ducrest and any other person pursuant to which he was selected as a director of the Company, and there is no family relationship between Mr. Ducrest and any of Business First’s other directors or executive officers. Mr. Ducrest does not have a material interest in any transaction that is required to be disclosed under Item 404(a) of Regulation S-K, other than deposits, loans, and other financial services related transactions with b1BANK made in the ordinary course of business, on substantially the same terms, including interest rates and collateral (where applicable), as those prevailing at the time for comparable transactions with persons not related to Business First or b1BANK, and do not involve more than normal risk of collectability or present other features unfavorable to b1BANK.
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Item 7.01
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Regulation FD Disclosure.
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On March 18, 2021, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1, regarding the appointment of Mr. Ducrest to the boards of directors of Business First and b1BANK.
The information contained herein and the exhibit attached herewith shall be deemed furnished and not filed.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
104 Cover Page Interactive Data File (embedded within the Inline XBRL Document).
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, thereunto duly authorized.
Dated: March 18, 2021
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BUSINESS FIRST BANCSHARES, INC.
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By:
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/s/ David R. Melville, III
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David R. Melville, III
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President and Chief Executive Officer
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Exhibit 99.1
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500 Laurel Street
Baton Rouge, Louisiana 70801
P: 225-248-7600
F: 225-248-7650
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FOR IMMEDIATE RELEASE
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Misty Albrecht
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March 18, 2021
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b1BANK
225.286.7879
Misty.Albrecht@b1BANK.com
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Business First Bancshares, Inc. and b1BANK Announce the Appointment of New Board Member John Ducrest
Baton Rouge, La. – Business First Bancshares, Inc. (Nasdaq: BFST) and b1BANK announced today the addition of John Ducrest to their respective boards of directors.
Ducrest is the immediate former Commissioner of the Louisiana Office of Financial Institutions (OFI) and immediate former Commissioner of Securities for the state of Louisiana. In addition to his service as Commissioner of the OFI over the past 16 years, Ducrest has held active leadership roles with various national organizations. In the aftermath of the Great Recession, Ducrest served as the state banking supervisory representative on the Financial Stability Oversight Council (FSOC) and as Board Chair of the Conference of State Bank Supervisors.
“John’s extensive background in policy development and his relationships with policy makers on both the state and national level add a unique layer of knowledge to our board,” said Jude Melville, president and chief executive officer of Business First Bancshares, Inc. and b1BANK. “His leadership over his tenure as Commissioner has been instrumental in the development of a healthy Louisiana banking system, particularly during the massive rebuilding the state endured following Hurricane Katrina, and I look forward to relying upon his guidance as b1BANK becomes our region’s most impactful community-oriented financial institution.”
In addition to his 35-year career with the Office of Financial Institutions, Ducrest is a Certified Public Accountant, Certified Fraud Examiner and Certified Examinations Manager. He is a graduate of The University of Louisiana, Lafayette, and Graduate School of Banking at Louisiana State University.
“It’s an honor to join the board of directors of Business First Bancshares, Inc. and b1BANK,” said Ducrest. “During my time with the OFI, I had the opportunity to observe the leadership and judgement Jude and his team have demonstrated as the bank has expanded. I’m eager to begin contributing to the company’s future success and growth.”
- More -
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500 Laurel Street
Baton Rouge, Louisiana 70801
P: 225-248-7600
F: 225-248-7650
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About Business First Bancshares, Inc.
Business First Bancshares, Inc., through its banking subsidiary b1BANK, formerly known as Business First Bank, operates 43 banking centers in markets across Louisiana and in the Dallas, Texas area. b1BANK provides commercial and personal banking, treasury management and wealth solutions services to small to midsize businesses and their owners and employees. Visit www.b1BANK.com for more information. Business First’s common stock is traded on the NASDAQ Global Select Market under the symbol “BFST.”
Special Note Regarding Forward-Looking Statements
Statements in this press release may not be based on historical facts and may be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by reference to future period(s) or by the use of forward-looking terminology, such as “anticipate,” “estimate,” “expect,” “foresee,” “may,” “might,” “will,” “would,” “could” or “intend,” future or conditional verb tenses, and variations or negatives of such terms.
All forward-looking statements, expressed or implied, included in this press release are expressly qualified in their entirety by the cautionary statements contained or referred to herein. Any forward-looking statement speaks only as of the date of this press release, and we undertake no obligation, and specifically decline any obligation, to revise or update these forward-looking statements, whether as a result of new information, future developments or otherwise.
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