SEC Company Response from HOME BANCSHARES INC (HOMB) (CIK 0001331520) (HOMB) — Jul 11, 2008
HOME BANCSHARES INC (HOMB) (CIK 0001331520)
Date: July 11, 2008 · CIK: 0001331520 · Accession: 0000950134-08-012619
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-51904
Letter
Division of Corporate Finance Home BancShares, Inc. Form 10-K for the Fiscal Year Ended December 31, 2007 Definitive Proxy Statement on Schedule 14A filed March 10, 2008 File No. 000-51904
Dear Mr. Windsor:
The following is the response of Home BancShares, Inc. (the “Company”) to the staff’s comments contained in your letter to Mr. Randy E. Mayor dated June 27, 2008. For convenient reference, this response letter duplicates the text of the enumerated staff comment, as well as the heading contained in your letter.
Form 10-Q/A for period ended March 31, 2008
Item 6. Exhibits
1.
We refer to the amended certifications by the Chief Executive Officer and Chief Financial Officer required by Item 302 of the Sarbanes-Oxley Act of 2002 that were filed as Exhibits 31.1 and 31.2 dated March [sic] 14, 2008. Please revise the certifications or tell us the reasons why the Company has amended them by deleting former paragraph 3 which certified that to the best of the knowledge of
Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C.|Attorneys at Law
Little Rock•Rogers•Austin|MitchellWilliamsLaw.com
Christian Windsor
U.S. Securities and Exchange Commission
July 10, 2008
Page 2
these officers, the financial statements and other financial information included in the quarterly report fairly present the financial condition, results of operations and cash flows of the Company for that period. Refer in your response to SEC Release 33-8238 and paragraph (B)(31) of Item 601 of Regulation S-K that require this paragraph be included in the certifications.
Response: After filing our quarterly report on Form 10-Q for the period ended March 31, 2008 (the “Form 10-Q”), we were notified by NASDAQ that the certifications of our Chief Executive Officer and Chief Financial Officer, dated April 29, 2008, filed as Exhibits 31.1 and 31.2, respectively, to the Form 10-Q omitted from the introductory clause of paragraph 4 language with respect to the certifying officers’ responsibility for internal control over financial reporting. We informed NASDAQ that this omission was inadvertent.
To remedy this oversight, NASDAQ suggested that we prepare and file an abbreviated amended Form 10-Q for the period ended March 31, 2008, containing an explanatory note of the reason for the amendment along with the corrected certifications, which we filed on May 14, 2008 (the “Form 10-Q/A”). As noted in the Form 10-Q/A, there were no changes to the Form 10-Q other than the corrected certifications. Because the amendment did not involve any change to the interim financial statements filed with the Form 10-Q on May 6, 2008, NASDAQ suggested that we omit paragraph 3 regarding the financial statements from the corrected certifications filed as Exhibits 31.1 and 31.2 to the Form 10-Q/A.
We are aware that SEC Release No. 33-8238 and paragraph (b)(31) of Item 601 of Regulation S-K promulgated under the Securities Act of 1933, as amended, require a certification that, based on the knowledge of the certifying officers, the financial statements, and other financial information included in the quarterly report, fairly present in all material respects the financial condition, results of operation, and cash flows of the company for the period. We note that this certification was made by our certifying officers in connection with the filing of the interim financial statements with the Form 10-Q on May 6, 2008, and that no change was made to these financial statements in the Form 10-Q/A. Because certification of the financial statements for the period was made with the Form 10-Q and because the Form 10-Q/A did not contain any amendments to the financial statements, we believe we are correct in omitting the former paragraph 3 regarding the financial statements from the certifications filed as Exhibits 31.1 and 31.2 to the Form 10-Q/A.
On behalf of the Company, we acknowledge that:
•
the Company is responsible for the adequacy and accuracy of the disclosure in the filing;
•
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
Christian Windsor
U.S. Securities and Exchange Commission
July 10, 2008
Page 3
•
the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Sincerely yours,
MITCHELL, WILLIAMS, SELIG,
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CORRESP
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corresp
JOHN K. BAKER
TRAV BAXTER
W. CHRISTOPHER BARRIER
DAWN D. BICKER
SHERRY P. BARTLEY
5DELENA C. HURST
STEVE BAUMAN
P. BENJAMIN COX
R. T. BEARD, III
COURTNEY C. CROUCH, III
C. DOUGLAS BUFORD, JR.
JACY M. DAUGHERTY
BURNIE BURNER10
7JENNY T. GARRETT
FREDERICK K. CAMPBELL1
JOHN K. HARRIMAN
MICHELLE H. CAULEY
BEN D. JACKSON
CHARLES B. CLIETT, JR.4
MARGARET A. JOHNSTON
KEN COOK
TONY JUNEAU
ELISABETH S. DELARGY13
425 WEST CAPITOL AVENUE, SUITE 1800
JENNIFER R. PIERCE
DOAK FOSTER1
LITTLE ROCK, ARKANSAS 72201-3525
CRISTINA SAN ROMAN
BYRON FREELAND
TELEPHONE 501-688-8800
JEFFREY L. SPILLYARDS
ALLAN GATES1
FAX 501-688-8807
ZACHARY T. STEADMAN
KATHLYN GRAVES
8JAMIE METZ SWEENEY
HAROLD W. HAMLIN
MARY CATHERINE WOOD
JEFFREY W. HATFIELD
OF COUNSEL
L. KYLE HEFFLEY
WRITER’S DIRECT DIAL
JOSEPH W. GELZINE
DONALD H. HENRY
501-688-8866
3HERMANN IVESTER
M. SAMUEL JONES III
1H. MAURICE MITCHELL
JOHN ALAN LEWIS
JOHN S. SELIG
WALTER E. MAY
July 10, 2008
JEAN D. STOCKBURGER
LANCE R. MILLER
RICHARD A. WILLIAMS
STUART P. MILLER
COUNSEL
T. ARK MONROE, III1
9HEATHER M. BELL
MARSHALL S. NEY
JEFFREY H. DIXON
ANNE S. PARKER
6JILL GRIMSLEY DREWYOR
LARRY PARKS10
2ANTON L. JANIK, JR.
LYN P. PRUITT
12BRUCE MCCANDLESS III
CHRISTOPHER T. ROGERS
TODD L. NEWTON
JEFFREY L. SINGLETON
11JULIE M. POMERANTZ
DERRICK W. SMITH1
14BARRY G. SKOLNICK
STAN D. SMITH
SHANNON S. SMITH
MARCELLA J. TAYLOR
1 ADMITTED IN DISTRICT OF COLUMBIA AND ARKANSAS
JEFFREY THOMAS1
2 ADMITTED IN COLORADO AND ARKANSAS
NICHOLAS THOMPSON1
3 ADMITTED IN THE U.S. PATENT
WILLIAM H.L. WOODYARD, III, P.A.
AND TRADEMARK OFFICE AND ARKANSAS
WALTER G. WRIGHT, JR.
4 ADMITTED IN ARIZONA, TEXAS AND ARKANSAS
LEIGH ANNE YEARGAN
5 ADMITTED IN TEXAS, COLORADO AND ARKANSAS
6 ADMITTED IN OKLAHOMA AND ARKANSAS
7 ADMITTED IN LOUISIANA AND ARKANSAS
8 ADMITTED IN FLORIDA, VIRGINIA AND ARKANSAS
9 ONLY ADMITTED IN CALIFORNIA
10 ONLY ADMITTED IN TEXAS
11 ADMITTED IN GEORGIA AND TEXAS
12 ADMITTED IN NEW YORK, WASHINGTON, D.C. AND TEXAS
13 ADMITTED IN TENNESSEE AND TEXAS
14 ONLY ADMITTED IN NEW YORK
ALL OTHERS ADMITTED IN ARKANSAS
Christian Windsor
Special Counsel
Division of Corporate Finance
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Re:
Home BancShares, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2007
Definitive Proxy Statement on Schedule 14A filed March 10, 2008
File No. 000-51904
Dear Mr. Windsor:
The following is the response of Home BancShares, Inc. (the “Company”) to the staff’s comments
contained in your letter to Mr. Randy E. Mayor dated June 27, 2008. For convenient reference, this
response letter duplicates the text of the enumerated staff comment, as well as the heading
contained in your letter.
Form 10-Q/A for period ended March 31, 2008
Item 6. Exhibits
1.
We refer to the amended certifications by the Chief Executive Officer and Chief
Financial Officer required by Item 302 of the Sarbanes-Oxley Act of 2002 that were
filed as Exhibits 31.1 and 31.2 dated March [sic] 14, 2008. Please revise the
certifications or tell us the reasons why the Company has amended them by deleting
former paragraph 3 which certified that to the best of the knowledge of
Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C.|Attorneys at Law
Little Rock•Rogers•Austin|MitchellWilliamsLaw.com
Christian Windsor
U.S. Securities and Exchange Commission
July 10, 2008
Page 2
these officers, the financial statements and other financial information included
in the quarterly report fairly present the financial condition, results of operations
and cash flows of the Company for that period. Refer in your response to SEC Release
33-8238 and paragraph (B)(31) of Item 601 of Regulation S-K that require this
paragraph be included in the certifications.
Response: After filing our quarterly report on Form 10-Q for the period ended March 31, 2008 (the
“Form 10-Q”), we were notified by NASDAQ that the certifications of our Chief Executive Officer and
Chief Financial Officer, dated April 29, 2008, filed as Exhibits 31.1 and 31.2, respectively, to
the Form 10-Q omitted from the introductory clause of paragraph 4 language with respect to the
certifying officers’ responsibility for internal control over financial reporting. We informed
NASDAQ that this omission was inadvertent.
To remedy this oversight, NASDAQ suggested that we prepare and file an abbreviated amended
Form 10-Q for the period ended March 31, 2008, containing an explanatory note of the reason for the
amendment along with the corrected certifications, which we filed on May 14, 2008 (the “Form
10-Q/A”). As noted in the Form 10-Q/A, there were no changes to the Form 10-Q other than the
corrected certifications. Because the amendment did not involve any change to the interim
financial statements filed with the Form 10-Q on May 6, 2008, NASDAQ suggested that we omit
paragraph 3 regarding the financial statements from the corrected certifications filed as Exhibits
31.1 and 31.2 to the Form 10-Q/A.
We are aware that SEC Release No. 33-8238 and paragraph (b)(31) of Item 601 of Regulation S-K
promulgated under the Securities Act of 1933, as amended, require a certification that, based on
the knowledge of the certifying officers, the financial statements, and other financial information
included in the quarterly report, fairly present in all material respects the financial condition,
results of operation, and cash flows of the company for the period. We note that this
certification was made by our certifying officers in connection with the filing of the interim
financial statements with the Form 10-Q on May 6, 2008, and that no change was made to these
financial statements in the Form 10-Q/A. Because certification of the financial statements for the
period was made with the Form 10-Q and because the Form 10-Q/A did not contain any amendments to
the financial statements, we believe we are correct in omitting the former paragraph 3 regarding the financial statements from the certifications filed as Exhibits
31.1 and 31.2 to the Form 10-Q/A.
On behalf of the Company, we acknowledge that:
•
the Company is responsible for the adequacy and accuracy of the disclosure in
the filing;
•
staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
Christian Windsor
U.S. Securities and Exchange Commission
July 10, 2008
Page 3
•
the Company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the
United States.
Sincerely yours,
MITCHELL, WILLIAMS, SELIG,
GATES & WOODYARD, P.L.L.C.
By
/s/ C. Douglas Buford, Jr.
C. Douglas Buford, Jr.
CDB: cc
cc: Randy E. Mayor