Current Report Filing (8-k)
01 Novembre 2017 - 2:31PM
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)
November 1, 2017
FIRST
SOUTH BANCORP, INC.
(Exact Name of Registrant as Specified in
Its Charter)
VIRGINIA
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0-22219
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56-1999749
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(State or other jurisdiction of
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(Commission
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(IRS Employer
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incorporation)
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File Number)
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Identification No.)
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1311 Carolina Avenue, Washington, North Carolina
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27889
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(Address of principal executive offices)
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(Zip Code)
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(252) 946-4178
(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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¨
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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¨
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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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¨
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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 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
¨
Introductory Note
This Current Report on Form 8-K is being
filed in connection with the consummation on November 1, 2017, of the transactions contemplated by the Agreement and Plan of Merger
and Reorganization (the “Merger Agreement”) dated as of June 9, 2017, by and between First South Bancorp, Inc. (the
“Registrant”) and Carolina Financial Corporation (“CARO”). Pursuant to the Merger Agreement, on November
1, 2017 (the “Effective Time”), the Registrant merged with and into CARO (the “Merger”), with CARO as the
surviving corporation in the Merger. Immediately following the consummation of the Merger, First South Bank, a wholly owned subsidiary
of the Registrant, merged with and into CresCom Bank, a wholly owned subsidiary of CARO (the “Bank Merger”), with CresCom
Bank as the surviving bank in the Bank Merger.
Pursuant to the Merger Agreement, holders
of the Registrant’s common stock have a right to receive 0.5064 shares of the common stock of CARO, par value $0.01 per share
for each share of the Registrant’s common stock held immediately prior to the Effective Time.
The foregoing description of the Merger
Agreement does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Merger
Agreement, a copy of which is filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on June 15, 2017, and is incorporated herein by reference.
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Item 2.01.
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Completion of Acquisition or Disposition of Assets.
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On November 1, 2017, the Registrant completed
the Merger pursuant to the Merger Agreement. As a result of the Merger, the Registrant’s separate corporate existence ceased
and CARO continued as the surviving corporation.
The disclosure set forth in the Introductory
Note is incorporated herein by reference.
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Item 5.01.
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Changes in Control of Registrant.
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The disclosure set forth in the Introductory
Note is incorporated herein by reference.
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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The directors of CARO in office immediately
prior to the Merger will serve as directors of the surviving corporation. In addition, CARO has appointed Frederick N. Holscher
and Lindsey A. Crisp, each of whom was a member of the Registrant’s board of directors, to the board of directors of the
surviving corporation.
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Item 9.01.
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Financial Statements and 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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First South Bancorp, Inc.
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(Registrant)
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Date: November 1, 2017
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By:
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/s/ Scott C. McLean
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Scott C. McLean
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Executive Vice President
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Chief Financial Officer
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First South Bancorp (NASDAQ:FSBK)
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