Current Report Filing (8-k)
December 22 2016 - 12:56PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street NW
Washington, D.C. 29549
Form 8-K
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported):
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December 22, 2016
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First Bancorp
(Exact Name of Registrant as Specified in its
Charter)
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North Carolina
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0-15572
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56-1421916
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(State or Other Jurisdiction
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(Commission
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(I.R.S. Employer
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of Incorporation)
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File Number)
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Identification Number)
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300 SW Broad Street, Southern Pines,
North Carolina
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28387
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(Address of Principal Executive Offices)
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(Zip Code)
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(910) 246-2500
(Registrant’s telephone number, including
area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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First Bancorp
INDEX
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Page
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Item 8.01 – Other Events
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3
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Signatures
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Item 8.01 — Other Events
On June 21, 2016, First Bancorp (the
“Company”), the holding company for First Bank, Southern Pines, North Carolina, entered into an Agreement and
Plan of Merger and Reorganization (the “Merger Agreement”) with Carolina Bank Holdings, Inc.
(“CLBH”), the holding company for Carolina Bank, Greensboro, North Carolina. Under the agreement, CLBH will merge
with and into the Company and Carolina Bank will merge into First Bank.
On December 22, 2016, CLBH reported that
at a shareholder meeting held on December 20, 2016, the shareholders of CLBH approved the Merger Agreement and the transactions
contemplated therein.
First Bancorp and CLBH have received approval
for the merger from the North Carolina Commissioner of Banks. An application for approval of the merger is also currently under
review by the Board of Governors of the Federal Reserve System. The merger is expected to close during the first quarter of 2017,
subject to receipt of all required regulatory approvals.
Disclosures About Forward Looking Statements
The discussions included in this document and its exhibits may
contain forward looking statements within the meaning of the Private Securities Litigation Act of 1995, including Section 21E
of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933. Such statements involve known and unknown
risks, uncertainties and other factors that may cause actual results to differ materially. For the purposes of these discussions,
any statements that are not statements of historical fact may be deemed to be forward looking statements. Such statements are
often characterized by the use of qualifying words such as “expects,” “anticipates,” “believes,”
“estimates,” “plans,” “projects,” or other statements concerning opinions or judgments of
the Company and its management about future events. The accuracy of such forward looking statements could be affected by such
factors as, including but not limited to, the financial success or changing conditions or strategies of the Company’s customers
or vendors, fluctuations in interest rates, actions of government regulators, the availability of capital and personnel or general
economic conditions. For additional information about the factors that could affect the matters discussed in this paragraph, see
the "Risk Factors" section of the Company's most recent annual report on Form 10-K available at
www.sec.gov
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Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise
forward-looking statements.
Additional Information About the Proposed Transaction With CLBH
and Where to Find It
This communication includes statements made
in respect of the proposed transaction involving the Company and CLBH. This material is not a solicitation of any vote or approval
of CLBH’s shareholders and is not a substitute for the proxy statement/prospectus or any other documents which the Company
and CLBH may send to their respective shareholders in connection with the proposed merger. This communication does not constitute
an offer to sell or the solicitation of an offer to buy any securities.
In connection with the proposed transaction,
the Company has filed with the SEC a Registration Statement on Form S-4 that includes a proxy statement of CLBH and a prospectus
of the Company, as well as other relevant documents concerning the proposed transaction. Investors and security holders are also
urged to carefully review and consider each of the Company’s and CLBH’s public filings with the SEC, including but
not limited to their Annual Reports on Form 10-K, their proxy statements, their Current Reports on Form 8-K and their Quarterly
Reports on Form 10-Q. BEFORE MAKING ANY INVESTMENT DECISIONS, INVESTORS AND SHAREHOLDERS OF CLBH ARE URGED TO
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CAREFULLY READ THE ENTIRE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS
REGARDING THE PROPOSED MERGER AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders
may obtain a free copy of the proxy statement/prospectus and other filings containing information about the Company and CLBH at
the SEC’s website at www.sec.gov. Investors and security holders may also obtain free copies of the documents filed with
the Securities and Exchange Commission by the Company on its website at http://www.localfirstbank.com and by CLBH on its website
at http://www.carolinabank.com.
Si
gnatures
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 thereunto duly authorized.
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First Bancorp
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December 22, 2016
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By:
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/s/ Richard H. Moore
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Richard H. Moore
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Chief Executive Officer
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