Current Report Filing (8-k)
02 Octobre 2017 - 10:31PM
Edgar (US Regulatory)
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):
October 1, 2017
ASB
BANCORP, INC.
(Exact Name of Registrant As Specified in
Its Charter)
North Carolina
(State or Other Jurisdiction of Incorporation)
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001-35279
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45-2463413
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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11 Church Street, Asheville, North Carolina
28801
(Address of Principal Executive Offices)
(Zip Code)
(828) 254-7411
(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 (see General Instruction
A.2. below):
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¨
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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 (17CFR 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
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.
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Item 2.01
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Completion of Acquisition or Disposition of Assets.
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Effective
as of October 1, 2017, First Bancorp
, the holding company
for First Bank, Southern Pines, North Carolina, completed its acquisition by merger of ASB Bancorp, Inc. (the “Company”),
the holding company for Asheville Savings Bank, S.S.B., Asheville, North Carolina (the “Merger”). The Company merged
with and into First Bancorp, with First Bancorp as the surviving entity. The Merger was completed pursuant to an Agreement and
Plan of Merger and Reorganization dated May 1, 2017 (the “Merger Agreement”).
Upon
closing of the Merger, each outstanding share of the Company’s common stock, other than shares held by the Company, First
Bancorp, or any other their respective wholly-owned subsidiaries, was converted into the right to receive 1.44 shares of First
Bancorp’s common stock or $41.90 in cash, or a combination thereof. The Company’s shareholders were mailed election
forms in August 2017 to choose their preferred mix of consideration, with the deadline to make elections expiring on September
18, 2017.
The preliminary results of the election indicate
that shareholders
who made an effective election will receive
the merger consideration they requested, and each share of the Company’s common stock for which no election was received
will receive 0.53 shares of First Bancorp common stock and $26.46 in cash.
The foregoing description of the Merger
and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement,
which is attached as Exhibit 2.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission (the “SEC”)
on May 1, 2017.
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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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On September 29, 2017, the Company notified
The NASDAQ Stock Market LLC (“NASDAQ”) that the Merger would be effective at 12:01 a.m. on October 1, 2017. Prior to
the open of trading on October 2, 2017, NASDAQ filed with the SEC an application on Form 25 to remove the Company’s common
stock from listing on NASDAQ and withdraw the registration of the Company’s common stock under Section 12(b) of the Securities
and Exchange Act of 1934, as amended. In connection with the completion of the Merger, trading of the Company’s common stock
on NASDAQ ceased before the opening of trading on October 2, 2017. The information set forth in Item 2.01 of this Current Report
on Form 8-K is incorporated by reference herein.
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Item 3.03
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Material Modifications to Rights to Security Holders.
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Upon
the completion of the Merger, each outstanding share of the Company’s common stock (other than shares held by the Company,
First Bancorp, or any of their respective wholly-owned subsidiaries) was converted into the right to receive 1.44 shares of First
Bancorp’s common stock or $41.90 in cash, or a combination thereof.
As
described in the Company’s Current Report on Form 8-K filed on September 19, 2017, the Merger Agreement was approved by the
Company’s shareholders at the special shareholders’ meeting held on September 19, 2017. The information set forth in
Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.
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Item 5.01
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Changes in Control of Registrant.
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Upon the completion of the Merger effective
as of October 1, 2017, the Company merged with and into First Bancorp and, accordingly, a change in control of the Company occurred.
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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FIRST BANCORP,
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(
successor by merger to ASB Bancorp, Inc.)
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By:
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/s/ Eric P. Credle
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Eric P. Credle
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Chief Financial Officer
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Dated: October 2, 2017
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