8-K

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):  October 7, 2009

Home BancShares, Inc.

(Exact name of registrant as specified in its charter)

Arkansas	000-51904	71-0682831
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

719 Harkrider, Suite 100, Conway, Arkansas	72032
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (501) 328-4770

Not Applicable

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

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 (see General Instruction A.2. below):

[  ]   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))

Item 8.01                      Other Events.

As previously reported, Home BancShares, Inc. (the “Company”) and its subsidiary bank, Centennial Bank (the “Bank”), entered into an Underwriting Agreement, dated September 15, 2009 (the “Underwriting Agreement”), between the Company and the Bank, on one hand, and Stephens Inc. and RBC Capital Markets Corporation, as representatives of the several underwriters named in Schedule I thereto (the “Underwriters”), providing for, among other things, the issuance and sale by the Company to the Underwriters of 4,950,000 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”).  The offering was completed on September 21, 2009.  On October 2, 2009, the Underwriters exercised the over-allotment option granted under the Underwriting Agreement for the full additional 742,500 shares of the Company’s Common Stock subject to that option (the “Option Shares”) at a price of $19.85 per share, less underwriting discounts and commissions.  The sale of the Option Shares was completed on October 7, 2009, resulting in net proceeds to the Company, after underwriting discounts, commissions and expenses, of approximately $14.0 million.

Exhibits 5.1 and 23.1 with respect to the issuance of the Option Shares, which are attached to this Current Report on Form 8-K, are incorporated by reference in their entirety into the Company’s Registration Statement on Form S-3 (File No. 333-161198) filed with the U.S. Securities and Exchange Commission on August 10, 2009.

A copy of the related press release, dated October 7, 2009, announcing the closing of the sale of the Option Shares, is included herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01                      Financial Statements and Exhibits.

(d)           Exhibits

Exhibit No.	Description
5.1	Opinion of Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C.
23.1	Consent of Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C. (included in Exhibit 5.1)
99.1	Press Release dated October 7, 2009

SIGNATURE:

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.

	Home BancShares, Inc. ____________________________________________ (Registrant)
October 7, 2009 ____________________________________________ (Date)	/s/ Randy Mayor ____________________________________________ Randy Mayor Chief Financial Officer

EX-5

John K. Baker W. Christopher Barrier Sherry P. Bartley Steve Bauman R. T. Beard, III C. Douglas Buford, Jr. Burnie Burner1 Frederick K. Campbell2 Michelle H. Cauley Charles B. Cliett, Jr.3 Ken Cook Elisabeth S. DeLargy4 Doak Foster2 Byron Freeland Allan Gates2 Kathlyn Graves Harold W. Hamlin Jeffrey W. Hatfield L. Kyle Heffley Donald H. Henry	M. Samuel Jones III John Alan Lewis Walter E. May Lance R. Miller Stuart P. Miller T. Ark Monroe, III2 Marshall S. Ney Anne S. Parker Larry Parks1 Lyn P. Pruitt Christopher T. Rogers Jeffrey L. Singleton Derrick W. Smith2 Stan D. Smith Marcella J. Taylor Jeffrey Thomas2 Nicholas Thompson2 William H.L. Woodyard, III, P.A. Walter G. Wright, Jr. Leigh Anne Yeargan	425 West Capitol Avenue, Suite 1800 Little Rock, Arkansas 72201-3525 Telephone 501-688-8800 Fax 501-688-8807	Trav Baxter Cory D. Childs Courtney C. Crouch, III Megan Gammill 5Jenny T. Garrett Alex T. Gray John K. Harriman 6Delena c. Hurst Ben D. Jackson Margaret A. Johnston Tony Juneau Regan Gruber Moffitt Cristina S. Monterrey Mary Rutherford Jeffrey L. Spillyards Zachary T. Steadman Mary Catherine Wood	Counsel Robert C. Balfe 7Heather M. Bell 8Catherine M. Corless Jeffrey H. Dixon 9Jill Grimsley Drewyor 10Anton L. Janik, Jr. 11Bruce McCandless III Todd L. Newton Jennifer R. Pierce 12Julie M. Pomerantz 1Kathy Y. Reyes 13Barry G. Skolnick Of Counsel Joseph W. Gelzine 14Hermann Ivester 2H. Maurice Mitchell John S. Selig Jean D. Stockburger Richard A. Williams
		Writer’s Direct Dial 501-688-8866 October 7, 2009	1 Only Admitted in Texas 2 Admitted in District of Columbia and Arkansas 3 Admitted in Arizona, Texas and Arkansas 4 Only Admitted in Tennessee and Texas 5 Admitted in Louisiana and Arkansas 6 Admitted in Texas, Colorado and Arkansas 7 Admitted in California and Arkansas 8 Admitted in Tennessee and Arkansas 9 Admitted in Oklahoma and Arkansas 10 Admitted in Colorado and Arkansas 11 Only Admitted in New York, Washington, D.C. and Texas 12 Only Admitted in Georgia and Texas 13 Only Admitted in New York 14 Admitted in the U.S. Patent and Trademark Office and Arkansas All Others Admitted Only in Arkansas

Board of Directors

Home BancShares, Inc.

719 Harkrider, Suite 100

Conway, AR 72032

Gentlemen:

We have acted as counsel to Home BancShares, Inc., an Arkansas corporation (the “Company”), in connection with the offering and sale of 742,500 shares of the Company’s common stock, par value $0.01 per share (the “Option Shares”), pursuant to a prospectus supplement, dated September 15, 2009, and the accompanying prospectus dated August 10, 2009 (collectively, the “Prospectus”), that form part of the Company’s effective registration statement on Form S-3, as amended (File No. 333-161198) (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”).  The Option Shares are being issued in connection with the exercise of an option granted pursuant to Section 2(b) of the Underwriting Agreement, dated September 15, 2009 (the “Underwriting Agreement”), between the Company and its wholly-owned bank subsidiary, Centennial Bank, on one hand, and Stephens Inc. and RBC Capital Markets Corporation, as representatives of the several underwriters named therein.

This opinion is furnished to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K in connection with the issuance of the Option Shares under the Registration Statement.

For purposes of this opinion letter, we have examined copies of (i) the Registration Statement; (ii) the Prospectus; (iii) the Restated Articles of Incorporation of the Company, with all amendments thereto, as certified by the Secretary of State of the State of Arkansas on October 6, 2009, and by the Secretary of the Company on the date hereof as being complete, accurate and in effect; (iv) the Restated Bylaws of the Company, as certified by the Secretary of the Company

Board of Directors

Home BancShares, Inc.

October 7, 2009

Page 2

on the date hereof as being complete, accurate and in effect; (v) certain resolutions of the Board of Directors of the Company adopted on September 8, 2009, as certified by the Secretary of the Company on the date hereof as being complete, accurate and in effect, relating to the issuance of the Option Shares; and (vi) such other documents as we have deemed necessary or appropriate for purposes of this opinion.

In our examination of the aforesaid documents, we have assumed, without investigation or duty to investigate, the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including telecopies).  We have conclusively relied on certain factual matters contained in the aforesaid documents, but have made no independent investigation as to their truth or accuracy and disclaim any obligation to do so.  We have further assumed that the Option Shares were issued and delivered in accordance with the terms of the Underwriting Agreement.  This opinion letter is given, and all statements herein are made, in the context of the foregoing.

This opinion letter is based as to matters of law solely on the Arkansas Business Corporation Act of 1987, as amended.  We express no opinion herein as to any other laws, statutes, ordinances, rules or regulations.

Based upon and subject to the assumptions, limitations, qualifications and exceptions set forth herein, we are of the opinion that the Option Shares have been duly authorized and validly issued, and are fully paid and non-assessable.

Our opinion represents the reasoned judgment of Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C., as to certain matters of law based upon facts presented to us or assumed by us and should not be considered or construed as a guaranty.  Our opinion is rendered as of the date hereof and is based upon applicable law and relevant documents as they exist as of the date hereof.  Our opinion is subject to future changes in law or fact, and we disclaim any obligation to advise you of or update this opinion for any changes of applicable law or facts which may affect matters or opinions set forth herein.

We hereby consent to the filing of this opinion letter as Exhibit 5 to a Current Report on Form 8-K, which is incorporated by reference into the Registration Statement.  In giving this opinion and consent, we do not admit that we are an “expert” within the meaning of the Securities Act.

Very truly yours,

/s/ Mitchell, Williams, Selig,

Gates & Woodyard, P.L.L.C.

MITCHELL, WILLIAMS, SELIG,

GATES & WOODYARD, P.L.L.C.

EX-99

EXHIBIT 99.1

Home BancShares, Inc. Announces Exercise of Over-Allotment Option

CONWAY, Ark., Oct. 7, 2009 (GLOBE NEWSWIRE) -- Home BancShares, Inc. (Nasdaq:HOMB), parent company of Centennial Bank, today announced the closing of the underwriters' exercise of their over-allotment option to purchase an additional 742,500 shares of the Company's common stock at a purchase price of $19.85 per share, less underwriting discounts and commissions. The over-allotment option was granted in connection with the Company's previously announced public offering of 4,950,000 shares of its common stock at $19.85 per share. The Company expects net proceeds from the offering, including the exercise of the over-allotment option, after deducting underwriting discounts and commissions and estimated offering expenses, to be approximately $107.4 million. Stephens Inc. and RBC Capital Markets Corporation served as joint bookrunners, and Stifel, Nicolaus & Company, Incorporated and Howe Barnes Hoefer & Arnett Inc. served as co-managers.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offering will be made only by means of a prospectus and related prospectus supplement, which may be accessed through the SEC's website at www.sec.gov. Alternatively, copies may be obtained from Stephens Inc., Attn: Syndicate, 111 Center Street, Little Rock, AR 72201, or by faxing (501) 377-2404, calling toll-free (800) 643-9691 or emailing sfarmer@stephens.com, or from RBC Capital Markets, Three World Financial Center, 200 Vesey St., 8th Floor, New York, NY 10281-8098, Attention: Equity Syndicate, or by faxing (212) 428-6260 or calling (212) 428-6670.

General

This release contains forward-looking statements regarding the Company's plans, expectations, goals and outlook for the future. Statements in this press release that are not historical facts should be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements of this type speak only as of the date of this news release. By nature, forward-looking statements involve inherent risk and uncertainties. Various factors, including, but not limited to, economic conditions, credit quality, interest rates, loan demand and changes in the assumptions used in making the forward-looking statements, could cause actual results to differ materially from those contemplated by the forward-looking statements. Additional information on factors that might affect the Company's financial results are included in its Form 10-K, filed with the Securities and Exchange Commission in March 2009.

Home BancShares, Inc. is a bank holding company, headquartered in Conway, Arkansas. Our wholly-owned subsidiary, Centennial Bank, provides a broad range of commercial and retail banking and related financial services to businesses, real estate developers and investors, individuals and municipalities. Centennial Bank has locations in central Arkansas, north central Arkansas, southern Arkansas, the Florida Keys and southwestern Florida. The Company's common stock is traded through the NASDAQ Global Select Market under the symbol "HOMB."

CONTACT:  Home BancShares, Inc.
          Brian S. Davis, Director of Financial Reporting
          (501) 328-4770