Current Report Filing (8-k)
January 30 2018 - 3:42PM
Edgar (US Regulatory)
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): January 26, 2018
PARAGON COMMERCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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North Carolina
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001-37802
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56-2278662
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3535 Glenwood Avenue
Raleigh, North Carolina
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27612
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code (919) 788-7770
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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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the
Securities Exchange Act of 1934.
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item 2.01
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Completion of Acquisition or Disposition of Assets.
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Effective January 26, 2018,
Paragon Commercial Corporation (the Company) completed its previously announced merger (the Merger) with TB Acquisition, LLC, a wholly owned subsidiary of TowneBank, pursuant to the Agreement and Plan of Reorganization, dated
as of April 26, 2017, by and among TowneBank, TB Acquisition, LLC, the Company, and Paragon Commercial Bank (the Merger Agreement). At closing, the Company merged with and into TB Acquisition, LLC, with TB Acquisition, LLC as the
surviving entity. Immediately thereafter, Paragon Commercial Bank merged with and into TowneBank, with TowneBank as the surviving entity. As a result of the Merger, and pursuant to the terms and conditions of the Merger Agreement, each share of the
Companys common stock was converted into the right to receive 1.7250 shares of TowneBank common stock (the Merger Consideration). In addition, the vesting of all restricted stock awards of the Company accelerated upon
consummation of the Merger. The foregoing description of the Merger Agreement and the Merger does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference as Exhibit
2.1.
Item 3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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In connection with the closing of the Merger, the Company notified the Nasdaq Stock Market (Nasdaq) on January 26, 2018 that,
at the effective time of the Merger, each share of the Companys common stock issued and outstanding immediately prior to such time, was automatically cancelled and converted into the right to receive the Merger Consideration. On
January 26, 2018, the Company requested Nasdaq to promptly file with the Securities and Exchange Commission (the SEC) a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act
of 1934 (the Exchange Act) on Form 25 to delist and deregister the shares of the Companys common stock. Upon effectiveness of such Form 25, the Companys successor intends to file with the SEC a certification on Form 15 under
the Exchange Act requesting that the shares of the Companys common stock be deregistered and that the Companys reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.
Item 3.03
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Material Modification to Rights of Security Holders.
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The disclosure set forth under
Items 2.01 and 3.01 is incorporated by reference into this Item 3.03.
Item 5.01
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Changes in Control of Registrant.
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On January 26, 2018, pursuant to the terms of
the Merger Agreement, TowneBank completed the acquisition of the Company through the merger of the Company with and into TB Acquisition, LLC, with TB Acquisition, LLC, continuing as the surviving entity, and through the merger of Paragon Commercial
Bank with and into TowneBank, with TowneBank continuing as the surviving entity. As a result of the Merger, each share of the Companys common stock issued and outstanding immediately prior to such time was automatically cancelled and converted
into the right to receive the Merger Consideration.
On January 29, 2018, TowneBank issued a press release announcing the
closing of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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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.
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TOWNEBANK
(as successor to Paragon
Commercial Corporation)
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Date: January 30, 2018
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By:
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/s/ Clyde E. McFarland, Jr.
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Clyde E. McFarland, Jr.
Senior Executive
Vice President
and Chief Financial Officer
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