-----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, Iuw+3xJQL0ssr11nO8MTun/ZcSEp1bWAFkFiSrE5GsM/n+MGeum7RUuwxRnxm2Gl d2Rpl4WGSsLrRXNJoYZFbg== 0000921895-07-001618.txt : 20070727 0000921895-07-001618.hdr.sgml : 20070727 20070727124526 ACCESSION NUMBER: 0000921895-07-001618 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070727 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070727 DATE AS OF CHANGE: 20070727 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: 071005669 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_07272007.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): July 27, 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 July 27, 2007, BNS Holding, Inc. (the "Company") issued a press release
confirming that, among other things, the Company has elected to require banks,
brokers or other nominee to aggregate any fractional shares within the
Depository Trust Company totals upon the consummation of the Company's proposed
200-for-1 reverse stock split immediately followed by a 1-for-200 forward stock
split (the "Reverse/Forward Stock Split") scheduled to take effect on August 2,
2007. As a result, the Company need not provide for 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.

Item 9.01   Financial Statements and Exhibits.

      99.1  Press Release of BNS Holding, Inc. dated July 27, 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: July 27, 2007
                                          By: /s/ Kenneth Kermes
                                              ----------------------------------
                                                  Name:  Kenneth Kermes
                                                  Title: President and
                                                         Chief Executive Officer


                                       2


EX-99.1 2 ex991to8k06281_07272007.htm sec document

                                                                    Exhibit 99.1


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

                              FOR IMMEDIATE RELEASE

                 BNS CONFIRMS AGGREGATION OF FRACTIONAL SHARES

      MIDDLETOWN, RHODE ISLAND, JULY 27, 2007 -- BNS Holding, Inc. (OTCBB:BNSIA)
(the "Company") confirms that the Company has elected to require banks, brokers
or other nominee to aggregate any fractional shares within the Depository Trust
Company totals upon the consummation of the Company's proposed 200-for-1 reverse
stock split immediately followed by a 1-for-200 forward stock split (the
"Reverse/Forward Stock Split") scheduled to take effect on August 2, 2007. As a
result, the Company need not provide for 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. Following the consummation of the Reverse/Forward Stock Split, the
Company intends to cease the listing and trading of the Company's Class A Common
Stock, $.01 par value per share and Preferred Stock Purchase Rights on the
Boston Stock Exchange and cease to be a reporting company pursuant to Sections
12(b) and 12(g) of the Securities and Exchange Act of 1934, as amended.

      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, including whether it will be able to acquire
a business or operate it profitably. 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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