-----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, DpM1iIoN+zox6H5RPd+ORk7etB+YcF2+htMV1n/GSNxufzojasSgbbA06CU76dmR kkQDTNvumjvZarGfLNBd4w== 0000921895-07-001978.txt : 20070828 0000921895-07-001978.hdr.sgml : 20070828 20070828094827 ACCESSION NUMBER: 0000921895-07-001978 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070823 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070828 DATE AS OF CHANGE: 20070828 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: 071082267 BUSINESS ADDRESS: STREET 1: 61 EAST MAIN STREET STREET 2: SUITE B CITY: LOS GATOS STATE: CA ZIP: 95031 BUSINESS PHONE: 401-848-6310 MAIL ADDRESS: STREET 1: 61 EAST MAIN STREET STREET 2: SUITE B CITY: LOS GATOS STATE: CA ZIP: 95031 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_08232007.htm sec document

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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 23, 2007
                                                         ---------------

                              --------------------

                                BNS HOLDING, INC.
                                -----------------
               (Exact name of registrant as specified in charter)

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

            61 East Main Street, Suite B, Los Gatos, California 95031
            ---------------------------------------------------------
               (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  15,  2007,  BNS  Holding,  Inc.  (the  "Company")  changed  its
principal  place of  business  to 61 East  Main  Street,  Suite  B,  Los  Gatos,
California 95031.

      On August 23, 2007,  the Company filed a Form 15 with the  Securities  and
Exchange Commission  deregistering its shares of Class A Common Stock, $0.01 par
value per share (the "Common  Stock"),  and Preferred  Stock Purchase Rights and
suspending its reporting  obligations under the Securities Exchange Act of 1934,
as  amended  (the  "1934  Act").  As of the date of filing  of the Form 15,  the
Company had less than 300 holders of record of shares of it capital stock,  as a
result of a 1-for-200  reverse stock split  effectuated by the Company on August
13,  2007  immediately   followed  by  a  200-for-1  forward  stock  split  (the
"Reverse/Forward  Stock Split"),  enabling the Company to voluntarily deregister
all of the Company's capital stock registered  pursuant to Sections 12 and 15 of
the 1934 Act. The  deregistration  of the shares of Common  Stock and  Preferred
Stock  Purchase  Rights with the  Securities  and  Exchange  Commission  and the
Reverse/Forward  Stock Split were  authorized  by the Board of  Directors of the
Company on July 20, 2007.

      On August 23, 2007,  the Company  issued a press  release  announcing  the
deregistration and the reasons for taking such action.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

      (d)    Exhibits

      99.1   Press release announcing deregistration, dated August 23, 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.
                                    ----------------
                                      (Registrant)

Date: August 27, 2007
                                    By: /s/ Kenneth Kermes
                                        ----------------------------------------
                                     Name: Kenneth Kermes
                                     Title: President and Chief Executive Officer


EX-99.1 2 ex991to8k06281_08232007.htm sec document

                                                                    Exhibit 99.1


                                BNS HOLDING, INC.
                          61 EAST MAIN STREET, SUITE B,
                           LOS GATOS, CALIFORNIA 95031

                              FOR IMMEDIATE RELEASE

          BNS HOLDING INC. ANNOUNCES DEREGISTRATION OF ITS COMMON STOCK
                  AND PREFERRED STOCK PURCHASE RIGHTS WITH THE
                       SECURITIES AND EXCHANGE COMMISSION

      LOS GATOS,  California  August 27, 2007 -- BNS Holding Inc.  (Pink Sheets:
BNSSA.PK)  today  announced  that it has filed a Form 15 with the Securities and
Exchange  Commission  on August  23,  2007 to  deregister  its shares of Class A
Common  Stock (the  "Common  Stock") and  Preferred  Stock  Purchase  Rights and
suspend its reporting obligations under the Securities Exchange Act of 1934. The
Company expects the  deregistration  to become effective within ninety (90) days
of the filing with the SEC.

      As a result of the filing of the Form 15, the Company's obligation to file
with the SEC certain reports and forms,  including Forms 10-KSB, 10-QSB and 8-K,
will  immediately  cease.  As of August 27, 2007, the Company's  Common Stock is
quoted on the Pink Sheets.

      The Company's Board of Directors determined,  after careful consideration,
that   deregistering   is  in  the  overall  best  interests  of  the  Company's
stockholders.  Several  factors  were  considered  by the Board of  Directors in
making this decision, including the following:

o     The elimination of costs associated with the preparation and filing of the
      Company's periodic reports and other filings with the SEC;

o     The  elimination of increases in legal,  audit and other costs  associated
      with being a public company in light of new  regulations  promulgated as a
      result of the Sarbanes-Oxley Act of 2002 and the SEC rules thereunder;

o     The  inability  of the Company to realize  many of the  benefits  normally
      presumed  to result  from  being a public  reporting  company  such as (i)
      acquiring other  businesses using stock as  consideration,  (ii) accessing
      the capital  markets and (iii) using the Common  Stock to attract,  retain
      and motivate employees; and

o     The minimal liquidity for the Company's Common Stock.

      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 CEO, 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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