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): July
2, 2021
First Bancorp
(Exact Name of Registrant as Specified in its Charter)
North Carolina
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0-15572
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56-1421916
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(State or Other Jurisdiction of
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(Commission File Number)
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(IRS Employer
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Incorporation)
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Identification Number)
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300 SW Broad Street,
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Southern Pines, NC 28387
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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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X
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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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☐
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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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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading symbol
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Name of each exchange on which registered:
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Common Stock, No Par Value
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FBNC
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The Nasdaq Global Select Market
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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. ☐
On June 30, 2021, First Bank Insurance Services, Inc. (“FB Insurance”),
a wholly-owned subsidiary of First Bancorp’s subsidiary bank, First Bank, Southern Pines, North Carolina, completed the sale of
the operations and substantially all of the operating assets and certain of the liabilities of FB Insurance’s business to Bankers
Insurance, LLC for an initial purchase price valued at approximately $13.0 million and a future earn-out payment of up to $1.0 million.
Prior to the sale, FB Insurance’s primary business activity was the placement of property and casualty insurance coverage. As a
condition to the sale, First Bank and FB Insurance have undertaken certain customary non-solicitation and non-compete covenants for the
benefit of Bankers Insurance, LLC.
Bankers Insurance, LLC, based in Glen Allen, Virginia, was formed by an
association of community banks in 1999, and has offices in Virginia, Tennessee, West Virginia and North Carolina.
Michael G. Mayer, Chief Executive Officer and President of First Bank,
commented, “We believe the sale of our property and casualty insurance business to a dedicated insurance firm represents a good
business opportunity for First Bank. Our customers will continue to benefit from an ongoing referral relationship with Bankers Insurance.
In addition, the capital provided from this transaction will further support First Bank’s continuing loan growth and regulatory
capital needs”.
FORWARD-LOOKING STATEMENTS
This report contains certain forward looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 regarding First Bancorp's and Select Bancorp's expectations
or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words
such as "believe," "expect," "anticipate," "intend," "target," "estimate,"
"continue," "positions," "prospects" or "potential," by future conditional verbs such as "will,"
"would," "should," "could" or "may", or by variations of such words or by similar expressions.
Such forward-looking statements include, but are not limited to, statements about the benefits of the combination of First Bancorp and
Select Bancorp, including future financial and operating results, expected cost savings, expected impact on future earnings, the combined
company's plans, objectives, expectations and intentions and other statements that are not historical facts. These forward-looking statements
are subject to numerous assumptions, risks and uncertainties which change over time. Forward-looking statements speak only as of the date
they are made and you are cautioned not to place undue reliance on any forward-looking statements. We assume no duty to update forward-looking
statements.
In addition to factors previously disclosed in First Bancorp’s
and Select Bancorp's reports filed with the SEC, the following factors among others, could cause actual results to differ materially
from forward-looking statements: ability to obtain regulatory approvals and meet other closing conditions to the merger, including approval
by the shareholders of each of First Bancorp and Select Bancorp, on the expected terms and schedule; delay in closing the merger; difficulties
and delays in integrating the First Bancorp and Select Bancorp businesses or fully realizing cost savings and other benefits; business
disruption following the proposed transaction; changes in asset quality and credit risk; the inability to sustain revenue and earnings
growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; the
introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or
revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions;
the reaction to the transaction of the companies' customers, employees and counterparties; and the impact, extent and timing of technological
changes, capital management activities, and other actions of the Board of Governors of the Federal Reserve and legislative and
regulatory actions and reforms.
ADDITIONAL INFORMATION ABOUT THE PROPOSED TRANSACTION AND WHERE
TO FIND IT
This communication is being made in respect of the proposed transaction
involving First Bancorp and Select Bancorp, Inc. This material is not a solicitation of any vote or approval by the
shareholders of First Bancorp or Select Bancorp and is not a substitute for the joint proxy statement/prospectus or any other documents
which First Bancorp and Select Bancorp may send 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, First Bancorp intends
to file with the SEC a Registration Statement on Form S-4 that will include a joint proxy statement of First Bancorp and
Select Bancorp and a prospectus of First Bancorp, as well as other relevant documents concerning the proposed transaction. Investors
and security holders are also urged to carefully review and consider each of First Bancorp's and Select Bancorp'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. The joint proxy statement/prospectus will be mailed to First Bancorp and
Select Bancorp's shareholders. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS AND SHAREHOLDERS OF FIRST BANCORP AND
SELECT BANCORP ARE URGED TO CAREFULLY READ THE ENTIRE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED
MERGER WHEN IT BECOMES AVAILABLE 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 joint proxy statement/prospectus (when available) and other filings containing information about First Bancorp and Select
Bancorp at the SEC's website at www.sec.gov. Investors and security holders may also obtain free copies of
the documents filed with the SEC by First Bancorp on its website at http://www.localfirstbank.com and by Select
Bancorp on its website at www.selectbank.com.
First Bancorp, Select Bancorp and certain of their respective
directors and executive officers, under the SEC's rules, may be deemed to be participants in the solicitation of proxies of First
Bancorp and Select Bancorp's shareholders in connection with the proposed transaction. Information about the directors
and executive officers of First Bancorp and their ownership of First Bancorp common stock is set forth in the proxy
statement for First Bancorp's 2021 Annual Meeting of Shareholders, as filed with the SEC on Schedule 14A on March
23, 2021. Information about the directors and executive officers of Select Bancorp and their ownership of Select Bancorp common
stock is set forth in the proxy statement for Select Bancorp’s 2021 Annual Meeting of Shareholders, as filed with the SEC on
a Schedule 14A on April 6, 2021. Additional information regarding the interests of those participants and other persons who may be
deemed participants in the transaction may be obtained by reading the joint proxy statement/prospectus regarding the proposed transaction
when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph.
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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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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Date: July 2, 2021
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