-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ODfX7NktaEqSvbpJWe/8uS0/17S3qhgOvT7YD+C81y7rGdV8qzy00vuUpMmB1yvC bBIu/NymK8g2sCL9JqqzhA== 0000921895-07-001643.txt : 20070801 0000921895-07-001643.hdr.sgml : 20070801 20070801113008 ACCESSION NUMBER: 0000921895-07-001643 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070801 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070801 DATE AS OF CHANGE: 20070801 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BNS HOLDING, INC. CENTRAL INDEX KEY: 0000014637 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 201953457 FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05881 FILM NUMBER: 071014953 BUSINESS ADDRESS: STREET 1: 25 ENTERPRISE CENTER STREET 2: SUITE 103 CITY: MIDDLETOWN STATE: RI ZIP: 02842 BUSINESS PHONE: 401-848-6310 MAIL ADDRESS: STREET 1: 25 ENTERPRISE CENTER STREET 2: SUITE 103 CITY: MIDDLETOWN STATE: RI ZIP: 02842 FORMER COMPANY: FORMER CONFORMED NAME: BNS HOLDING , INC. DATE OF NAME CHANGE: 20041214 FORMER COMPANY: FORMER CONFORMED NAME: BNS CO DATE OF NAME CHANGE: 20010510 8-K 1 form8k06281_08012007.htm sec document

                                  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): August 1, 2007
                                                          --------------

                                BNS Holding, Inc.
 ------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         Delaware                    1-5881                  20-1953457
- --------------------------------------------------------------------------------
(State or other jurisdiction       (Commission             (IRS Employer
     of incorporation)             File Number)          Identification No.)

  25 Enterprise Center, Suite 104, Middletown, Rhode Island          02842
- --------------------------------------------------------------------------------
   (Address of principal executive offices)                        (zip code)


       Registrant's telephone number, including area code: (401) 848-6300
                                                            --------------

           ----------------------------------------------------------
         (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

      On August 1, 2007, BNS Holding, Inc. (the "Company") issued a press
release confirming that, among other things, the Company has postponed the
effective date of the proposed 200-for-1 reverse stock split immediately
followed by a 1-for-200 forward stock split (the "Reverse/Forward Stock Split")
to Monday, August 13, 2007. The Company reiterated that it has elected to
require banks, brokers or other nominees to aggregate any fractional shares
within the Depository Trust Company totals upon the consummation of the
Reverse/Forward Stock Split. As a result, the Company need not provide for a
cash payout to any stockholders holding shares of Common Stock in street name
(such as a bank, broker or other nominee). In addition, stockholders holding
their shares in street name would retain the same number of shares they held
immediately prior to the Reverse/Forward Stock Split.

      The Company also reminded stockholders holding less than 200 shares of
Common Stock in street name that they may request their bank, broker or other
nominee to instruct the Company's transfer agent, Computershare Trust Company,
N.A. (formerly known as EquiServe Trust Company. N.A.) (the "Transfer Agent"),
to issue stock certificates in the stockholder's name so that they will become
holders of record and be eligible to be cashed out upon the effective date of
the Reverse/Forward Stock Split. The Company will reimburse the costs incurred
by the stockholders holding less than 200 shares of Common Stock in street name
to become holders of record if such stockholders provide appropriate invoices to
the Company (e.g. reasonable out of pocket costs charged by brokerage firms to
request the Transfer Agent to issue stock certificates).

Item 9.01   Financial Statements and Exhibits.

      99.1  Press Release of BNS Holding, Inc. dated August 1, 2007.



                                   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.


                                          BNS HOLDING, INC.


Dated: August 1, 2007                     By: /s/ Kenneth Kermes
                                              ----------------------------------
                                              Name:  Kenneth Kermes
                                              Title: President and
                                                     Chief Executive Officer


                                      -2-


EX-99.1 2 ex991to8k06281_08012007.htm sec document

                                                                    Exhibit 99.1


                                BNS HOLDING, INC.
                         25 ENTERPRISE CENTER, SUITE 104
                         MIDDLETOWN, RHODE ISLAND 02842

                              FOR IMMEDIATE RELEASE

BNS HOLDING, INC. POSTPONES EFFECTIVE DATE OF THE REVERSE/FORWARD STOCK SPLIT TO
                                 AUGUST 13, 2007

      MIDDLETOWN,   RHODE   ISLAND,   AUGUST  1,  2007  --  BNS  Holding,   Inc.
(OTCBB:BNSIA) (the "Company")  announces that its Board of Directors has decided
to postpone the effective date of the proposed  200-for-1 reverse stock split of
its Class A Common Stock, $.01 par value per share ("Common Stock"), immediately
followed by a 1-for-200 forward stock split (the "Reverse/Forward  Stock Split")
to Monday,  August 13,  2007.  The  Company  reiterated  that it has  elected to
require  banks,  brokers or other  nominees to aggregate any  fractional  shares
within  the  Depository  Trust  Company  totals  upon  the  consummation  of the
Reverse/Forward  Stock  Split.  As a result,  the Company need not provide for a
cash payout to any  stockholders  holding  shares of Common Stock in street name
(such as a bank,  broker or other nominee).  In addition,  stockholders  holding
their  shares in street  name would  retain the same  number of shares they held
immediately prior to the Reverse/Forward Stock Split.

      The Company  also  reminds  stockholders  holding  less than 200 shares of
Common  Stock in street name that they may request  their bank,  broker or other
nominee to instruct the Company's transfer agent,  Computershare  Trust Company,
N.A.  (formerly  known  as  EquiServe  Trust  Company.  N.A.),  to  issue  stock
certificates  in the  stockholder's  name so that they will  become  holders  of
record  and be  eligible  to be  cashed  out  upon  the  effective  date  of the
Reverse/Forward  Stock Split.  The Company will  reimburse the costs incurred by
the stockholders  holding less than 200 shares of Common Stock in street name to
become  holders  of  record.  Such  stockholders  may send by mail or by fax the
appropriate  invoices to BNS Holding  Inc.,  25  Enterprise  Center,  Suite 104,
Middletown,  RI 02842,  Attention:  Sandra B. Kearney,  Corporate  Secretary and
Director of Risk Management, Telephone: 401-848-6400, Facsimile: 401-848-6444.

      As described in the Company's  Definitive Proxy Statement  relating to the
proposal to approve the  Reverse/Forward  Stock Split, the Board of Directors of
the Company has retained  for itself the  absolute  authority to reject (and not
implement) the  Reverse/Forward  Stock Split if it subsequently  determines that
the  Reverse/Forward  Stock Split, for any reason,  is not then in the Company's
and its stockholders' best interests.

      This press release contains forward-looking  statements, as defined in the
Private  Securities   Litigation  Reform  Act  of  1995.  Such   forward-looking



statements involve a number of assumptions,  risks, and uncertainties that could
cause the actual results of the Company to differ  materially from those matters
expressed in or implied by such forward-looking  statements.  They involve known
and unknown risks,  uncertainties,  and other  factors,  which are in some cases
beyond the control of the Company.  Additional  information regarding these risk
factors and  uncertainties is described more fully in the Company's SEC filings.
A copy  of  all  filings  may  be  obtained  from  the  SEC's  EDGAR  web  site,
www.sec.gov,  or by contacting:  Kenneth  Kermes,  President and Chief Executive
Officer or Terry Gibson,  CFO,  telephone  (401) 848-6300.  Further  information
regarding   the   Company   can  be   found   at   the   Company's   web   site,
WWW.COLLINSIND.COM.

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