Current Report Filing (8-k)
27 September 2017 - 8:02PM
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):
September 26, 2017
ASB BANCORP, INC.
(Exact Name of Registrant as Specified in
Its Charter)
North Carolina
(State or other jurisdiction of
incorporation or organization)
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001-35279
(Commission
File Number)
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45-2463413
(IRS 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:
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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 (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 8.01 Other Events.
As previously reported, on May 1, 2017,
ASB Bancorp, Inc. (the “Company”) entered into an Agreement and Plan of Merger and Reorganization (the “Merger
Agreement”) with First Bancorp, the holding company for First Bank, Southern Pines, North Carolina. The Merger Agreement
provides that each share of Company common stock will convert into the right, subject to certain limitations, to receive either
$41.90 in cash or 1.44 shares of First Bancorp common stock, or a combination thereof, provided that the total consideration will
be prorated as necessary to ensure that 90% of the total outstanding shares of Company common stock will be exchanged for First
Bancorp common stock and 10% of the total outstanding shares of Company common stock will be exchanged for cash, provided that
the maximum number of shares of First Bancorp common stock to be issued in exchange for Company common stock will not exceed 19.9%
of the number of shares of First Bancorp common stock issued and outstanding immediately before the closing of the merger.
Shareholders of the Company 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 election will receive
the consideration they requested. Each Company share for which no election was received is expected to receive approximately
0.53 shares of First Bancorp stock and $26.46 in cash. These results remain subject to change, subject to final certification by
the Company’s transfer agent based on events that may occur prior to the merger closing, which is expected to be on October
1, 2017, subject to customary closing conditions.
Shareholders will be mailed letters beginning
on approximately October 2, 2017 with instructions on how to tender their shares of Company common stock for the merger consideration.
Any significant changes to the results of the election will be reported in a subsequent filing.
Caution Regarding Forward-Looking Statements
This Form 8-K, in particular statements
regarding the proposed transaction between the Company and First Bancorp, the expected timetable for completing the transaction,
and any other statements about the Company or First Bancorp managements’ future expectations, beliefs, goals, plans or prospects,
includes forward-looking statements that are based on certain beliefs and assumptions and reflect the current expectations of the
Company, First Bancorp, and their respective management. Statements that are predictive in nature, that depend on or relate to
future events or conditions, or that include words such as “believes,” “anticipates,” “expects,”
“continues,” “predict,” “potential,” “contemplates,” “may,” “will,”
“likely,” “could,” “should,” “estimates,” “intends,” “plans”
and other similar expressions are forward-looking statements. All statements other than statements of historical fact are statements
that could be deemed forward-looking statements. Forward-looking statements involve known and unknown risks, assumptions and uncertainties
that may cause actual results in future periods to differ materially from those projected or contemplated in the forward-looking
statements, and you should not place undue reliance on these statements. Some of the factors that could cause actual results to
differ materially from current expectations are: the ability to consummate the proposed transaction; any conditions imposed on
the parties in connection with the consummation of the proposed transaction; the occurrence of any event, change or other circumstances
that could give rise to the termination of the Merger Agreement; the Company’s ability to maintain relationships with employees
and third parties through the closing of the proposed transaction; the ability of the parties to satisfy the conditions to the
closing of the proposed transaction; the risk that the proposed transaction may not be completed in the time frame expected by
the parties or at all; and the risks that are described from time to time in the Company’s reports filed with the SEC, including
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and on general industry and economic
conditions. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned thereunto
duly authorized.
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ASB BANCORP, INC.
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Date: September 26, 2017
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By:
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/s/ Suzanne S. DeFerie
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Suzanne S. DeFerie
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President and Chief Executive Officer
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