S-8

As filed with the Securities and Exchange Commission on May 14, 2013

Registration No. 333-                     

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

HOME BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Arkansas (State or other jurisdiction of incorporation or organization)	71-0682831 (IRS Employer Identification Number)
719 Harkrider, Suite 100, Conway, Arkansas	72032
(Address of registrant’s principal executive offices)	(Zip Code)

HOME BANCSHARES, INC. AMENDED AND RESTATED

2006 STOCK OPTION AND PERFORMANCE INCENTIVE PLAN

(Full title of the plan)

C. Randall Sims
Chief Executive Officer
Home BancShares, Inc.
719 Harkrider Conway, Arkansas 72032 Telephone: (501) 328-4656 (Name, address and telephone number, including area code, of agent for service) Copy to: C. Douglas Buford, Jr., Esq.
Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C.
425 West Capitol Avenue, Suite 1800
Little Rock, Arkansas 72201 Telephone: (501) 688-8866 Facsimile: (501) 918-7866

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “accelerated filer”, “large accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee (2)
Common Stock, par value $0.01	540,000	$40.64	$21,945,600	$2,993

(1) Pursuant to Rule 416, this registration statement is deemed to include additional shares of Common Stock issuable under the terms of the Amended and Restated 2006 Stock Option and Performance Incentive Plan to prevent dilution resulting from any further stock split, stock dividend or similar transaction.

(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) under the Securities Act of 1933, as amended, to be equal to $40.64 per share, the average of the high and low prices of the Common Stock as reported on The NASDAQ Global Select Market on May 10, 2013.

Home BancShares, Inc. (the “registrant” or the “Company”) has previously registered a total of 1,782,000 (adjusted for prior stock dividends) shares of its common stock, $0.01 par value (“Common Stock”), reserved for issuance under its 2006 Stock Option and Performance Incentive Plan, and hereby incorporates by reference into this Registration Statement the contents of the registration statements on Form S-8 (File Nos. 333-136645 and 333-148763) filed on August 15, 2006, and January 18, 2008, respectively.

On April 19, 2012, the shareholders of the Company approved the Amended and Restated 2006 Stock Option and Performance Incentive Plan (the “Plan”), increasing to 2,322,000 (stock dividend adjusted) the total number of shares of Common Stock that may be issued under the Plan. This Registration Statement is being filed pursuant to General Instruction E to Form S-8 to register the additional 540,000 shares issuable under the Plan.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

We hereby incorporate by reference into this registration statement the following documents previously filed with the Commission:

(1) Our Annual Report on Form 10-K for the year ended December 31, 2012, filed with the Commission on March 4, 2013.

(2) Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, filed with the Commission on May 7, 2013.

(3) Our Current Report on Form 8-K, filed with the Commission on April 19, 2013.

(4) The description of our Common Stock contained in our Registration Statement on Form 10, filed with the Commission on April 7, 2006, under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”), and all amendments or reports filed for the purpose of updating such description.

All documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents.

Item 5. Interests of Named Experts and Counsel.

Certain legal matters with respect to the validity of the shares of our Common Stock offered hereby will be passed upon for us by Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C., Little Rock, Arkansas. As of May 10, 2013, attorneys with Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C. beneficially own approximately 9,316 shares of our Common Stock.

Item 8. Exhibits.

The exhibits to this Form S-8 are listed on the exhibit index, which appears elsewhere herein and is incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing this registration statement on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Conway, State of Arkansas, on May 14, 2013.

HOME BANCSHARES, INC.
By:	/S/ C. RANDALL SIMS
	C. Randall Sims
	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints C. Randall Sims and Randy E. Mayor, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/ JOHN W. ALLISON John W. Allison	Chairman of the Board of Directors	May 14, 2013
/S/ C. RANDALL SIMS C. Randall Sims	Chief Executive Officer and Director (Principal Executive Officer)	May 14, 2013
/S/ RANDY E. MAYOR Randy E. Mayor	Chief Financial Officer, Treasurer and Director (Principal Financial Officer)	May 14, 2013
/S/ BRIAN S. DAVIS Brian S. Davis	Chief Accounting Officer and Investor Relations Officer (Principal Accounting Officer)	May 14, 2013
/S/ MILBURN ADAMS Milburn Adams	Director	May 14, 2013
/S/ ROBERT H. “BUNNY” ADCOCK Robert H. “Bunny” Adcock	Vice Chairman of the Board and Director	May 14, 2013

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/S/ RICHARD H. ASHLEY Richard H. Ashley	Director	May 14, 2013
/S/ DALE A. BRUNS Dale A. Bruns	Director	May 14, 2013
/S/ RICHARD A. BUCKHEIM Richard A. Buckheim	Director	May 14, 2013
/S/ JACK E. ENGELKES Jack E. Engelkes	Director	May 14, 2013
/S/ JAMES G. HINKLE James G. Hinkle	Director	May 14, 2013
/S/ ALEX R. LIEBLONG Alex R. Lieblong	Director	May 14, 2013

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EXHIBIT INDEX

Exhibit Number		Description
4.1	—	Restated Articles of Incorporation of Home BancShares, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s registration statement on Form S-1 (File No. 333-132427), as amended)
4.2	—	Amendment to the Restated Articles of Incorporation of Home BancShares, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s registration statement on Form S-1 (File No. 333-132427), as amended)
4.3	—	Second Amendment to the Restated Articles of Incorporation of Home BancShares, Inc. (incorporated by reference to Exhibit 3.3 to the Company’s registration statement on Form S-1 (File No. 333-132427), as amended)
4.4	—	Third Amendment to the Restated Articles of Incorporation of Home BancShares, Inc. (incorporated by reference to Exhibit 3.4 to the Company’s registration statement on Form S-1 (File No. 333-132427), as amended)
4.5	—	Fourth Amendment to the Restated Articles of Incorporation of Home BancShares, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, filed on August 8, 2007)
4.6	—	Fifth Amendment to the Restated Articles of Incorporation of Home BancShares, Inc. (incorporated by reference to Exhibit 4.6 to the Company’s registration statement on Form S-3 (File No. 333-157165))
4.7	—	Certificate of Designations of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, filed with the Secretary of State of the State of Arkansas on January 14, 2009 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on January 21, 2009)
4.8	—	Seventh Amendment to the Restated Articles of Incorporation of Home BancShares, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on April 19, 2013)
4.9	—	Restated Bylaws of Home BancShares, Inc. (incorporated by reference to Exhibit 3.5 to the Company’s registration statement on Form S-1 (File No. 333-132427), as amended)
4.10	—	Specimen Stock Certificate representing Home BancShares, Inc. Common Stock (incorporated by reference to Exhibit 4.6 to the Company’s registration statement on Form S-1 (File No. 333-132427), as amended)
5.1	—	Opinion of Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C.
15.1	—	Awareness Letter from BKD, LLP regarding unaudited interim financial information
23.1	—	Consent of BKD, LLP
23.2	—	Consent of Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C. (included in Exhibit 5.1)
24.1	—	Power of Attorney (on signature page)
99.1	—	Amended and Restated 2006 Stock Option and Performance Incentive Plan of Home BancShares, Inc. (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A, filed on March 5, 2012)

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EX-5.1

Exhibit 5.1

H. MAURICE MITCHELL (1925-2011)   JOHN K. BAKER 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 CATHERINE M. CORLESS⁴ ELISABETH S. DELARGY⁵ JILL GRIMSLEY DREWYOR⁶ DOAK FOSTER² BYRON FREELAND KAREN P. FREEMAN⁷ JENNY T. GARRETT⁸ ALLAN GATES² KATHLYN GRAVES HAROLD W. HAMLIN L. KYLE HEFFLEY⁹ ANTON L. JANIK, JR. ¹⁰ M. SAMUEL JONES III TONY JUNEAU JOHN ALAN LEWIS WALTER E. MAY BRUCE MCCANDLESS III¹¹ LANCE R. MILLER STUART P. MILLER T. ARK MONROE, III² TODD L. NEWTON MARSHALL S. NEY JENNIFER R. PIERCE CHRISTOPHER D. PLUMLEE LYN P. PRUITT CHRISTOPHER T. ROGERS J. SCOTT SCHALLHORN BARRY G. SKOLNICK¹² DERRICK W. SMITH² STAN D. SMITH JEFFREY L. SPILLYARDS JEFFREY THOMAS² BRIAN A. VANDIVER WILLIAM H.L. WOODYARD, III, P.A. WALTER G. WRIGHT, JR. LEIGH ANNE YEARGAN TOD YESLOW⁷ 425 WEST CAPITOL AVENUE, SUITE 1800 LITTLE ROCK, ARKANSAS 72201-3525 TELEPHONE 501-688-8800 FAX 501-688-8807 ANGELA ARTHERTON MELISSA BANDY ¹K.C. BARNER TRAV BAXTER CORY D. CHILDS CRAIG COCKRELL COURTNEY C. CROUCH, III ALEX T. GRAY MEGAN HARGRAVES BEN D. JACKSON ¹³HOLLY LAR CHRISTOPHER A. MCNULTY KATIE M. PAPASAN BRIAN A. PIPKIN ⁷KATHY SHARP BRADFORD R. SHUMPERT ZACHARY T. STEADMAN MARY CATHERINE WAY ASHLEY D. YOUNGER COUNSEL MICHELE ALLGOOD BENJAMIN D. BRENNER JASON T. BROWNING ⁷ADRIA W. CONKLIN JANE W. DUKE ¹⁴GEORGE R. ERNST MARTHA M. HILL MARGARET A. JOHNSTON KEVIN LEMLEY D. NICOLE LOVELL ¹⁵JULIE M. POMERANTZ CLAYBORNE S. STONE KAREN WHATLEY   OF COUNSEL W. CHRISTOPHER BARRIER JOSEPH W. GELZINE DONALD H. HENRY ¹³HERMANN IVESTER ANNE S. PARKER ¹LARRY PARKS JOHN S. SELIG MARCELLA J. TAYLOR RICHARD A. WILLIAMS

	WRITER’S DIRECT DIAL 501-688-8800
1 ONLY ADMITTED IN TEXAS 2 ADMITTED IN DISTRICT OF COLUMBIA AND ARKANSAS 3 ADMITTED IN ARIZONA, TEXAS AND ARKANSAS 4 ADMITTED IN TENNESSEE AND ARKANSAS 5 ADMITTED IN TENNESSEE AND TEXAS 6 ADMITTED IN OKLAHOMA AND ARKANSAS 7 ADMITTED IN TEXAS AND ARKANSAS 8 ADMITTED IN LOUISIANA AND ARKANSAS 9 ADMITTED IN MISSOURI AND ARKANSAS	May 14, 2013	10 ADMITTED IN COLORADO AND ARKANSAS 11 ADMITTED IN NEW YORK,  WASHINGTON, D.C. AND TEXAS 12 ADMITTED IN NEW YORK AND PENNSYLVANIA 13 ADMITTED IN THE U.S. PATENT AND TRADEMARK OFFICE AND ARKANSAS 14 ADMITTED IN PENNSYLVANIA AND ARKANSAS 15 ADMITTED IN GEORGIA AND TEXAS ALL OTHERS ADMITTED ONLY IN ARKANSAS

Board of Directors

Home BancShares, Inc.

719 Harkrider, Suite 100

Conway, Arkansas 72032

Re: Registration Statement on Form S-8

Gentlemen:

We are acting as counsel to Home BancShares, Inc., an Arkansas corporation (the “Company”), in connection with its registration statement on Form S-8 (the “Registration Statement”), filed on the date hereof with the Securities and Exchange Commission pursuant to Rule 462(a) under the Securities Act of 1933, as amended, relating to the proposed offering of up to 540,000 additional shares of the Company’s common stock, par value $0.01 per share, all of which shares (the “Shares”) may be issued by the Company pursuant to the Company’s Amended and Restated 2006 Stock Option and Performance Incentive Plan (the “Plan”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.

For purposes of this opinion letter, we have examined copies of the following documents:

1. An executed copy of the Registration Statement.

2. The Restated Articles of Incorporation of the Company, with all amendments thereto, as certified by the Secretary of State of the State of Arkansas and by the Secretary of the Company on the date hereof as being complete, accurate and in effect.

Board of Directors

Home BancShares, Inc.

May 14, 2013

Page 2

3. The Restated Bylaws of the Company, as certified by the Secretary of the Company on the date hereof as being complete, accurate and in effect.

4. A copy of the Plan, as amended.

5. All resolutions or minutes of the Board of Directors and the shareholders of the Company, as certified by the Secretary of the Company on the date hereof as being complete, accurate and in effect, relating to the adoption and amendment of the Plan and arrangements in connection therewith and the registration of shares issued pursuant to the Plan, including the Registration Statement.

In our examination of the aforesaid documents, we have assumed 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). 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, subject to and limited by the foregoing, we are of the opinion that assuming receipt by the Company of the consideration for the Shares pursuant to the terms of the Plan, the Shares will be validly issued, fully paid and non-assessable.

This opinion letter speaks as of the date hereof. We assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this opinion letter.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to us in Item 5 of Part II of 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 of 1933, as amended.

Very truly yours,

/s/ MITCHELL, WILLIAMS, SELIG,

GATES & WOODYARD, P.L.L.C.

MITCHELL, WILLIAMS, SELIG,

GATES & WOODYARD, P.L.L.C.

EX-15.1

Exhibit 15.1

Awareness of Independent Registered

Public Accounting Firm

We are aware that our report dated May 7, 2013, included with the Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, is incorporated by reference on Form S-8 (No. 333-            ). Pursuant to Rule 436(c) under the Securities Act of 1933, this report should not be considered a part of the registration statement prepared or certified by us within the meaning of Sections 7 and 11 of that act.

/S/ BKD, LLP

Little Rock, Arkansas

May 14, 2013

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

Audit Committee, Board of Directors and Stockholders

Home BancShares, Inc.

Conway, Arkansas

We consent to the incorporation by reference in the registration statement of Home BancShares, Inc. (the Company) on Form S-8 (File No. 333-            ) of our report dated March 4, 2013, on our audits of the consolidated financial statements and financial statement schedule of Home BancShares, Inc. as of December 31, 2012 and 2011, and for the years ended December 31, 2012, 2011 and 2010, which report is included in this Annual Report on Form 10-K. We also consent to the incorporation by reference of our report dated March 4, 2013, on our audit of the internal control over financial reporting of Home BancShares, Inc. as of December 31, 2012, which report is included in the Annual Report on Form 10-K.

/S/ BKD, LLP

Little Rock, Arkansas

May 14, 2013