As filed with the Securities and
Exchange Commission on July 11, 2018
Registration Statement No. 333-225805
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE
AMENDMENT
NO. 1
TO
FORM
S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SELECT
BANCORP, INC.
(Exact name of registrant as specified in its
charter)
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North Carolina
(State or other jurisdiction
of incorporation or organization)
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20-0218264
(I.R.S. Employer
Identification Number)
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700 West Cumberland
Street
Dunn, North Carolina 28334
Telephone: (910) 892-7080
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
William L. Hedgepeth II
President and Chief Executive Officer
Select Bancorp, Inc.
700 West Cumberland Street
Dunn, North Carolina 28334
Telephone: (910) 892-7080
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Jonathan A. Greene
Stuart M. Rigot
Wyrick Robbins Yates & Ponton LLP
4101 Lake Boone Trail, Suite 300
Raleigh, North Carolina 27607
Telephone: (919) 781-4000
Fax (919) 781-4865
Approximate date of commencement of proposed sale to
the public:
From time to time after the effective date of this Registration Statement.
If the only securities being
registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.
¨
If any of the securities
being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.
x
If this Form is filed to
register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a registration
statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
¨
If this Form is a post-effective
amendment filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box.
¨
Indicate by check mark whether the Registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See
the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
¨
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Accelerated filer
x
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Non-accelerated filer
¨
(Do not check if smaller reporting company)
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Smaller reporting company
¨
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Emerging growth company
¨
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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 7(a)(2)(B) of Securities Act.
¨
CALCULATION OF REGISTRATION FEE
Title of each class of
securities to be registered
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Amount to
be registered
(1)(2)
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Proposed maximum
offering price
per unit
(1)(2)(3)
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Proposed
maximum
aggregate
offering
price
(1)(2)(3)
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Amount of
registration
fee
(4)
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Common stock, $1.00 par value per share
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Preferred stock, no par value per share
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Warrants
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Debt securities
(5)
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Units
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Depositary shares
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Purchase contracts
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Rights
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Total
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$
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85,000,000
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100
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%
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$
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85,000,000
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$
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10,583
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(6)
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(1)
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An unspecified aggregate initial offering price and number of securities of each identified class is being registered as may
from time to time be offered at unspecified prices. Also includes an indeterminate number of shares of common stock, preferred
stock, warrants, purchase contracts, depositary shares, rights and units, and such indeterminate principal amount of senior debt
securities and subordinated debt securities as may be issued by the registrant upon exercise, conversion or exchange of any securities
that provide for such issuance, or that may from time to time become issuable by reason of any stock split, stock dividend or similar
transaction, for which no separate consideration will be received by registrant. In no event will the aggregate offering price
of all types of securities issued by the registrant pursuant to this registration statement exceed $85,000,000. Any securities
registered hereunder may be sold separately or together with other securities registered hereunder. Includes an indeterminate number
of depositary shares evidenced by depositary receipts as may be issued in the event that the registrant elects to offer fractional
interests in its preferred stock registered hereby.
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(2)
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Pursuant to General Instruction II.D of Form S-3, information as to each class of securities to be registered is not specified.
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(3)
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Estimated for the sole purpose of computing the registration fee pursuant to Rule 457(o) under the Securities Act of 1933,
and exclusive of accrued interest and dividends, if any.
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(4)
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Calculated pursuant to Rule 457(o) of the Securities Act of 1933, based on the maximum aggregate offering price of all securities
registered hereunder.
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(5)
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May consist of one or more series of senior or subordinated debt.
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The Registrant hereby amends this Registration
Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment
which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange
Commission acting pursuant to said Section 8(a) may determine.
The information in this prospectus is not complete and
may be changed. We may not sell these securities or accept an offer to buy these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and we are
not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Subject to completion, dated
July 11, 2018
Prospectus
$85,000,000 of
Common Stock,
Preferred Stock,
Warrants,
Debt Securities,
Units,
Depositary Shares,
Purchase Contracts, and/or
Rights
We may offer and sell, from time to time, in
one or more offerings, any combination of debt and equity securities that we describe in this prospectus. The aggregate amount
of the securities offered by us under this prospectus will not exceed $85,000,000. We will provide the specific terms of these
securities in supplements to this prospectus. You should read this prospectus and the applicable prospectus supplement carefully
before you invest in the securities described in the applicable prospectus supplement. This prospectus may not be used to consummate
sales of securities unless accompanied by a prospectus supplement.
Each time we sell securities, we will provide
specific terms of the securities offered in a supplement to this prospectus. The prospectus supplement may also add, update, or
change information contained in this prospectus. We will specify in any accompanying prospectus supplement the terms of any offering.
You should read this prospectus and the applicable prospectus supplement, as well as any documents incorporated by reference in
this prospectus and any prospectus supplement, carefully before you invest in any securities.
This prospectus may not be used
by us to consummate a sale of securities unless accompanied by the applicable prospectus supplement.
We will sell these securities directly to our
shareholders or to other purchasers or through agents on our behalf or through underwriters or dealers as designated from time
to time. If any agents or underwriters are involved in the sale of any of these securities, the applicable prospectus supplement
will provide the names of the agents or underwriters and any applicable fees, commissions or discounts.
Our common stock trades on the NASDAQ Global
Market under the trading symbol “SLCT.” On July 10, 2018, the last reported sale price of our common stock was $13.55
per share. We recommend that you obtain current market quotations for our common stock prior to making an investment decision.
You should carefully read this prospectus,
the prospectus supplement relating to any specific offering of securities and all information incorporated by reference herein
and therein.
Investing in our securities involves a high
degree of risk. These risks are discussed in this prospectus under “Risk Factors” beginning on page 5 and in the documents
incorporated by reference into this prospectus.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful
or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is [
·
], 2018.
Table of Contents
ABOUT THIS PROSPECTUS
This prospectus is a part of a registration
statement that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration
process. Under this shelf registration statement, we may issue and sell to the public, either separately or together, any part
or all of the securities described in the registration statement, at any time and from time to time, in one or more public offerings,
up to an aggregate amount of $85,000,000 of our debt securities, preferred stock, depositary shares, common stock, purchase contracts,
rights, warrants, or units consisting of two or more securities. We may also issue common stock or preferred stock upon conversion,
exchange, or exercise of any of the securities mentioned above. This prospectus only provides you with a general description of
the securities we may offer. Each time we sell securities, we will provide a supplement to this prospectus that contains specific
information about the terms of the securities and the offering. A prospectus supplement may include a discussion of any risk factors
or other special considerations applicable to those securities or to us. The supplement also may add, update, or change information
contained in this prospectus. If there is any inconsistency between the information in this prospectus and the applicable prospectus
supplement, you should rely on the information in the prospectus supplement. You should carefully read both this prospectus and
any supplement, together with the additional information described under the heading “Where You Can Find More Information”
below.
The registration statement containing this prospectus,
including exhibits to the registration statement, provides additional information about us and the securities offered under this
prospectus. That registration statement can be read at the SEC website or at the SEC office mentioned under the heading “Where
You Can Find More Information” below.
We may sell the securities (a) through agents;
(b) through underwriters or dealers; (c) directly to one or more purchasers; or (d) through a combination of any of these methods
of sale. We and our agents reserve the sole right to accept and to reject in whole or in part any proposed purchase of securities.
See “Plan of Distribution” below. A prospectus supplement (or pricing supplement), which we will provide to you each
time we offer securities, will provide the names of any underwriters, dealers, or agents involved in the sale of the securities,
and any applicable fee, commission, or discount arrangements with them.
You should rely only on the information contained
in this prospectus, any prospectus supplement (or pricing supplement), and the documents we have incorporated by reference. We
will disclose any material changes in our affairs in an amendment to this prospectus, a prospectus supplement (or pricing supplement),
or a future filing with the SEC incorporated by reference in this prospectus. No person has been authorized to give any information
or to make any representations other than those contained or incorporated in this prospectus and, if given or made, such information
or representations must not be relied upon as having been authorized. This prospectus does not constitute an offer to sell or a
solicitation of an offer to sell or to buy any securities other than those to which it relates, or an offer or solicitation with
respect to those securities to which it relates to any persons in any jurisdiction where such offer or solicitation would be unlawful.
The delivery of this prospectus at any time does not imply that the information contained or incorporated herein at its date is
correct as of any time subsequent to its date.
Except where the context otherwise
requires, the “Company”, “we”, “us” and “our” refer to Select Bancorp, Inc.
and its consolidated subsidiaries, and the “Bank” and “Select Bank” refers to our wholly owned
subsidiary bank, Select Bank & Trust Company.
PROSPECTUS SUMMARY
This summary highlights information contained
elsewhere in this prospectus. Because it is a summary, it might not contain all of the information that is important to you. Accordingly,
you are urged to carefully review this prospectus in its entirety, including “Risk Factors” beginning on page 5 and
our financial statements and related notes thereto incorporated by reference herein, before making an investment decision.
Select Bancorp, Inc.
The Company, headquartered in Dunn, North Carolina,
is the bank holding company for Select Bank & Trust Company. The Company was incorporated under the laws of the State of North
Carolina on May 14, 2003, for the purpose of serving as the bank holding company of the Bank. Effective September 19, 2003, the
Company became the registered bank holding company of Select Bank, following receipt of required approvals from the Board of Governors
of the Federal Reserve System and the Bank’s shareholders.
The Bank was incorporated on May 19, 2000, as
a North Carolina-chartered commercial bank and opened for business on May 24, 2000. The Bank operates for the primary purpose of
serving the lending, deposit, and other banking needs of individuals and small to medium-sized businesses in its market areas.
It offers a range of banking services including checking and savings accounts, commercial, consumer, mortgage and personal loans,
and other associated financial services.
On July 25, 2014, we acquired Select Bancorp,
Inc., Greenville, North Carolina, and its subsidiary bank, Select Bank & Trust Company. In connection with the associated mergers,
we assumed our current Select Bancorp, Inc. and Select Bank & Trust Company brand names, having previously been known under
our prior legal name of New Century Bancorp, Inc. and New Century Bank.
On December 15, 2017, we acquired by merger
Premara Financial, Inc., Charlotte, North Carolina, and its subsidiary bank, Carolina Premier Bank. Through this acquisition, we
expanded our market areas to include Charlotte, North Carolina, and surrounding areas and entered into upstate South Carolina,
marking our initial entry into the South Carolina market.
We have one unconsolidated subsidiary, New Century
Statutory Trust I. During 2004, we issued $12.4 million of junior subordinated debentures to the trust, which in turn issued $12.0
million of trust preferred securities.
The Company’s principal executive offices
are located at 700 West Cumberland Street, Dunn, North Carolina 28334, telephone number (910) 892-7080. The Company maintains a
website at www.selectbank.com. The information contained in, or that can be accessed through, our website is not part of this prospectus.
Offerings Under This Prospectus
We may issue and sell to the public, either
separately or together, any part or all of the securities described in this prospectus, at any time and from time to time, in one
or more public offerings, up to an aggregate amount of $85,000,000 of our debt securities, preferred stock, depositary shares,
common stock, purchase contracts, rights, warrants, or units consisting of two or more securities at prices and on terms to be
determined by market conditions at the time of any offering. This prospectus provides you with a general description of the securities
we may offer. Each time we offer a type or series of securities under this prospectus, we will provide a prospectus supplement
that will describe the specific amounts, prices, and other important terms of the securities.
A prospectus supplement also may add, update
or change information contained in this prospectus or in documents we have incorporated by reference into this prospectus. However,
no prospectus supplement will fundamentally change the terms that are set forth in this prospectus or offer a security that is
not registered and described in this prospectus at the time of its effectiveness.
This prospectus may not be used to consummate
a sale of any securities unless it is accompanied by a prospectus supplement.
We may sell the securities directly to investors
or to or through agents, underwriters or dealers. We, and our agents or underwriters, reserve the right to accept or reject all
or part of any proposed purchase of securities. If we offer securities through agents or underwriters, we will include in the applicable
prospectus supplement:
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the names of those agents or underwriters;
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applicable fees, discounts and commissions to be paid to them;
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details regarding options to purchase additional shares, if any; and
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the net proceeds to us.
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Common Stock
We may issue shares of our common stock from
time to time. The holders of common stock are entitled to one vote per share on all matters to be voted upon by shareholders. Subject
to preferences that may be applicable to any outstanding preferred stock, the holders of common stock are entitled to receive ratably
any dividends that may be declared from time to time by our board of directors out of funds legally available for that purpose.
In the event of our liquidation, dissolution or winding up, the holders of common stock are entitled to share ratably in all assets
remaining after payment of liabilities, subject to prior distribution rights of any preferred stock then outstanding.
Preferred Stock and Depositary Shares
We may offer preferred
stock in one or more series. The applicable prospectus supplement will describe for each offer of preferred stock the specific
designation of the series offered; the aggregate number of shares offered; the rate and periods, or manner of calculating the rate
and periods, for dividends, if any; the stated value and liquidation preference amount, if any; the redemption, liquidation, and
voting rights, if any; and any other specific terms. We may also offer depositary shares, each of which would represent an interest
in a fractional share of preferred stock. We will issue the depositary shares under one or more deposit agreements to be entered
into between us and one or more depositaries.
Warrants
We may issue warrants for the purchase of common
stock, preferred stock, and/or debt securities in one or more series. We may issue warrants independently or together with common
stock, preferred stock, and/or debt securities, and the warrants may be attached to or separate from these securities. We will
evidence each series of warrants by warrant certificates that we will issue under a separate agreement. We may enter into warrant
agreements with a bank or trust company that we select to be our warrant agent. We will indicate the name and address of the warrant
agent in the applicable prospectus supplement relating to a particular series of warrants.
In this prospectus, we have summarized certain
general features of the warrants. We urge you, however, to read the applicable prospectus supplement related to the particular
series of warrants being offered, as well as the warrant agreements and warrant certificates that contain the terms of the warrants.
We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from
reports that we file with the SEC, the form of warrant agreement or warrant certificate containing the terms of the warrants we
are offering before the issuance of the warrants.
Debt Securities
We may offer debt securities from time to time,
in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt. The senior debt securities
will rank equally with any other unsecured and unsubordinated debt. The subordinated debt securities will be subordinate and junior
in right of payment, to the extent and in the manner described in the instrument governing the debt, to all of our senior indebtedness.
Convertible debt securities will be convertible into or exchangeable for our common stock or our other securities. Conversion may
be mandatory or at your option or both and would be at prescribed conversion rates.
Units
We may issue units consisting of common stock,
preferred stock, debt securities, and/or warrants for the purchase of common stock, preferred stock and/or debt securities in one
or more series. In this prospectus, we have summarized certain general features of the units. We urge you, however, to read the
applicable prospectus supplement related to the series of units being offered, as well as the unit agreements that contain the
terms of the units. We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate
by reference reports that we file with the SEC, the form of unit agreement and any supplemental agreements that describe the terms
of the series of units we are offering before the issuance of the related series of units.
Purchase Contracts
We also may issue purchase contracts, including
contracts obligating holders to purchase from us, and obligating us to sell to holders, a fixed or varying number of shares of
common stock, preferred stock, depositary shares, or debt securities at a future date or dates. The consideration per share of
common stock, preferred stock, depositary shares or debt securities may be fixed at the time that purchase contracts are issued
or may be determined by reference to a specific formula set forth in the purchase contracts. Any purchase contract may include
anti-dilution provisions to adjust the number of shares issuable pursuant to such purchase contract upon the occurrence of certain
events.
The purchase contracts may be issued separately
or as a part of units with one or more other securities. These contracts, and the holders’ obligations to purchase shares
of our common stock, preferred stock, depositary shares, or debt securities under the purchase contracts may be secured by cash,
certificates of deposit, U.S. government securities that will mature prior to or simultaneously with, the maturity of the purchase
contract, standby letters of credit from an affiliated U.S. bank that is FDIC-insured or other collateral satisfactory to the Federal
Reserve. The purchase contracts may require us to make periodic payments to holders of the purchase contracts, or vice versa, and
such payments may be unsecured or prefunded and may be paid on a current or on a deferred basis.
Any one or more of the above securities, common
stock, or the purchase contracts or other collateral may be pledged as security for the holders’ obligations to purchase
or sell, as the case may be, the common stock, preferred stock, depositary shares, or debt securities under the purchase contracts.
Rights
We may offer rights to our existing shareholders
to purchase additional shares of our common stock or any series of our preferred stock. For any particular subscription rights,
the applicable prospectus supplement will describe the terms of such rights, including the period during which such rights may
be exercised, the manner of exercising such rights, the transferability of such rights and the number of shares of common stock
or preferred stock that may be purchased in connection with each right and the subscription price for the purchase of such common
stock or preferred stock. In connection with a rights offering, we may enter into a separate agreement with one or more underwriters
or standby purchasers to purchase any shares of our common stock or preferred stock not subscribed for in the rights offering by
existing shareholders, which will be described in the applicable prospectus supplement.
Listing
If any securities are to be listed or quoted
on a securities exchange or quotation system, the applicable prospectus supplement will so indicate. Our common stock is listed
on the NASDAQ Global Market
and trades under the symbol “SLCT.”
RISK FACTORS
Investing in our securities
involves risk. Please see the “Risk Factors” section in the Company’s most recent annual report on Form 10-K,
along with updates to those Risk Factors contained in any of the Company’s subsequent quarterly reports on Form 10-Q, which
are incorporated by reference in this prospectus, as updated by our future filings with the SEC. Before making an investment decision,
you should carefully consider these risks as well as other information contained or incorporated by reference in this prospectus
and any prospectus supplement. The risks and uncertainties not presently known to the Company or that the Company currently deems
immaterial may also impair its business operations, its financial results, and the value of the securities. The prospectus supplement
applicable to each type or series of securities we offer may contain a discussion of additional risks applicable to an investment
in the Company and the particular type of securities we are offering under that prospectus supplement.
RATIO OF EARNINGS TO FIXED CHARGES AND RATIO
OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
The following table reflects our ratio of earnings
to fixed charges and earnings to combined fixed charges and preferred stock dividends for each of the years in the five-year period
ended December 31, 2017, as well as for the three months ended March 31, 2018. Preferred stock dividends during the years ended
December 31, 2016, 2015, and 2014 consisted solely of the amounts due on our preferred stock that we assumed in connection with
our July 2014 acquisition of Select Bancorp, Inc., Greenville, North Carolina, which had previously issued preferred stock to the
U.S. Department of the Treasury in connection with its participation in the Treasury’s Small Business Lending Fund (SBLF)
program. We redeemed all such shares of preferred stock on January 20, 2016. We did not pay any preferred stock dividends during
the 2017 nor 2013 fiscal years, nor during the three months ended March 31, 2018, because no shares of our preferred stock were
outstanding during such periods. Consequently, the ratios of earnings to fixed charges and preferred stock dividends for these
periods are the same as the ratios of earnings to fixed charges.
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For the three
months ended
March 31,
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For the years ended December 31,
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2018
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2017
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2016
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2015
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2014
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2013
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Ratio of earnings to fixed charges:
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Excluding interest on deposits
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7.98
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12.41
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16.32
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19.10
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10.49
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15.16
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Including interest on deposits
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2.21
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2.74
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3.79
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3.82
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1.84
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1.90
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Ratio of earnings to fixed charges and preferred stock dividends:
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Excluding interest on deposits
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7.98
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12.41
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16.18
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15.75
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9.10
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15.16
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Including interest on deposits
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2.21
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2.74
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3.78
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3.69
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1.82
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1.90
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For purposes of computing the ratios of earnings
to fixed charges and earnings to fixed charges and preferred stock dividends, “earnings” consist of income before income
taxes plus fixed charges. “Fixed charges” consist of interest on borrowings, including interest payments on junior
subordinated debentures and other borrowings. In addition, where indicated, fixed charges include interest on deposits. A statement
setting forth the details of the computation of the ratios of earnings to fixed charges and ratios of earnings to combined fixed
charges and preferred stock dividends displayed above is included as Exhibit 12.1 to the registration statement of which this prospectus
is a part.
SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS
Statements included in this prospectus, including
information incorporated herein by reference, which are not historical in nature are intended to be, and are hereby identified
as, forward looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995.
These statements generally relate to the financial
condition, results of operations, plans, objectives, future performance, or business of the Company. They usually can be identified
by the use of forward-looking terminology, such as “believes,” “expects,” or “are expected to,”
“plans,” “projects,” “goals,” “estimates,” “will,” “may,”
“should,” “could,” “would,” “continues,” “intends to,” “outlook”
or “anticipates,” or variations of these and similar words, or by discussions of strategies that involve risks and
uncertainties. You should not place undue reliance on these statements, as they are subject to risks and uncertainties, including
but not limited to, those described in this prospectus. When considering these forward-looking statements, you should keep in mind
these risks and uncertainties, as well as any cautionary statements management may make. Moreover, you should treat these statements
as speaking only as of the date they are made and based only on information actually known to the Company at the time. Management
undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events,
or otherwise. Forward-looking statements contained in this prospectus are based on current expectations, estimates, and projections
about the Company’s business, management’s beliefs, and assumptions made by management. These statements are not guarantees
of the Company’s future performance and involve certain risks, uncertainties, and assumptions, which are difficult to predict.
Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements.
These risks, uncertainties, and assumptions include, without limitation:
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deterioration in the financial condition of borrowers resulting in significant increases in the Company’s loan losses
and provisions for those losses and other adverse impacts to results of operations and financial condition;
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the failure of assumptions underlying the establishment of reserves for possible loan losses;
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legislative and regulatory changes, including changes in banking, tax, and securities laws and regulations and their application
by our regulators;
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changes in interest rates that affect the level and composition of deposits, loan demand, and the values of loan collateral,
securities, and interest-sensitive assets and liabilities;
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our management’s ability to reduce and effectively manage interest rate risk and the impact of interest rates in general
on the volatility of our net interest income;
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volatility of rate-sensitive deposits;
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changes in loan underwriting, credit review, or loss reserve policies associated with economic conditions, regulatory examination
conclusions, or regulatory developments;
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our ability to effectively manage credit risks from concentrations, including concentrations in our commercial real estate
portfolio at levels we or our regulators deem acceptable;
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changes in financial market conditions, either internationally, nationally, or locally in areas in which the Company conducts
operations, including reductions in rates of business formation and growth, demand for the Company’s products and services,
and commercial and residential real estate development and prices;
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changes in accounting principles, policies, and guidelines applicable to bank holding companies and banking;
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impairment of investment securities, goodwill, other intangible assets or deferred tax assets, including any of the foregoing
associated with our acquisition activity;
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fluctuations in markets for equity, fixed-income, commercial paper and other securities, which could affect availability, market
liquidity levels, and pricing (including the value of securities in our investment portfolio);
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our ability to adapt successfully to technological changes to compete effectively in the marketplace, including against non-traditional
competitors such as technology companies;
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the effects of competition from other commercial banks, non-bank lenders, consumer finance companies, credit unions, securities
brokerage firms, insurance companies, money market and mutual funds, and other financial institutions operating in the Company’s
market area and elsewhere, together with such competitors offering banking products and services by mail, telephone, and the Internet
that compete with the services we offer in our markets;
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the Company’s ability to attract and retain key personnel experienced in banking and financial services;
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changes in governmental monetary and fiscal policies as well as other legislative and regulatory changes;
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changes in political and economic conditions;
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the impact of heightened regulatory scrutiny of financial products and services, primarily led by the Consumer Financial Protection
Bureau;
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the Company’s ability to comply with any requirements imposed on it by regulators, and the potential negative consequences
that may result;
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operational, compliance, and other factors, including conditions in local areas in which the Company conducts business such
as inclement weather or a reduction in the availability of services or products for which loan proceeds will be used, that could
prevent or delay closing and funding loans and any subsequent sale in the secondary market;
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the effect of any mergers, acquisitions, or other transactions, to which the Company or the Bank may from time to time be a
party, including management’s ability to successfully integrate any businesses acquired;
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the costs, effects, and outcomes of existing or future litigation, including any litigation related to our acquisition activities;
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operational risks, including data processing system failures or fraud;
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cyber-attacks and other data breaches that compromise the security of our customer information; and
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the success at managing the risks involved in the foregoing.
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Except as otherwise disclosed, forward-looking
statements do not reflect: (i) the effect of any acquisitions, divestitures, or similar transactions that have not been previously
disclosed; (ii) any changes in laws, regulations, or regulatory interpretations; or (iii) any change in current dividend or repurchase
strategies, in each case after the date as of which such statements are made.
Some of the factors that could cause actual
results to differ from those expressed or implied in forward-looking statements are incorporated by reference under “Risk
Factors” in this prospectus and may be described in any prospectus supplement and in the “Risk Factors” and other
sections of the documents that we incorporate by reference into this prospectus, including our Annual Reports on Form 10-K, our
Quarterly Reports on Form 10-Q, and in our other reports filed with the SEC. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those anticipated. All
subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified
in their entirety by reference to these risks and uncertainties. You should not place undue reliance on our forward-looking statements.
All forward-looking statements speak only as of the date on which such statements are made, and the Company undertakes no obligation
to update any statement, to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence
of unanticipated events.
USE OF PROCEEDS
Unless otherwise specified
in a prospectus supplement accompanying this prospectus, we currently intend to use the net proceeds from the sale of securities
offered under this prospectus for general corporate purposes. General corporate purposes may include repayment of debt or the interest
payments thereon, capital expenditures, possible acquisitions, investments, and any other purposes that we may specify in any prospectus
supplement. We may invest the net proceeds temporarily until we use them for their stated purpose. We cannot predict whether the
proceeds invested will yield a favorable return.
PLAN OF DISTRIBUTION
We may sell securities offered under this prospectus:
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through underwriters or dealers;
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directly to one or more purchasers; or
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through a combination of any of these methods for sale.
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The distribution of the securities may be effected
from time to time in one or more transactions at a fixed price or prices, which may be changed from time to time, or at negotiated
prices. For each type and series of securities offered, the applicable prospectus supplement will set forth the terms of the offering,
including, without limitation:
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the names of any underwriters, dealers, or agents;
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the purchase price of the securities;
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the use of proceeds to us from the sale of the securities;
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any underwriting discounts, agency fees, or other compensation
payable to underwriters or agents;
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any discounts or concessions allowed or re-allowed
or repaid to dealers; and
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the securities exchanges on which the securities will
be listed, if any.
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If underwriters are used in an offering, we
will execute an underwriting agreement with such underwriters and will specify the name of each underwriter and the terms of the
transaction (including any underwriting discounts and other terms constituting compensation of the underwriters and any dealers)
in a prospectus supplement. If we use underwriters in any sale of securities offered under this prospectus, the underwriters will
buy the securities for their own account. The underwriters may then resell the securities in one or more transactions at a fixed
public offering price or at varying prices determined at the time of sale or thereafter. The underwriters may sell the securities
directly or through underwriting syndicates managed by managing underwriters. The obligations of the underwriters to purchase the
securities will be subject to certain conditions. The underwriters will be obligated to purchase all the securities offered if
they purchase any securities. The offering price and any discounts or concessions allowed or re-allowed or paid to dealers may
be changed from time to time. In connection with an offering, underwriters and their affiliates may engage in transactions to stabilize,
maintain, or otherwise affect the market price of the securities in accordance with applicable law.
Underwriters or agents may make sales in privately
negotiated transactions and/or any other method permitted by law, including sales deemed to be an “at-the-market” offering
as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, or the Securities Act, which includes sales made
directly on the NASDAQ Global Market, the existing trading market for our common stock, or sales made to or through a market maker
other than on an exchange.
If we use dealers in any sale of securities
offered under this prospectus, the securities will be sold to such dealers as principals. The dealers may then resell the securities
to the public at varying prices to be determined by such dealers at the time of resale. If agents are used in any sale of securities
offered under this prospectus, they will generally use their reasonable best efforts to solicit purchases for the period of their
appointment. If securities offered under this prospectus are sold directly, no underwriters, dealers, or agents would be involved.
We are not making an offer of securities in any state that does not permit such an offer.
Underwriters, dealers, and agents that participate
in any distribution of securities may be deemed to be underwriters as defined in the Securities Act. Any discounts, commissions
or profit they receive when they resell the securities may be treated as underwriting discounts and commissions under the Securities
Act. We expect that any agreements we may enter into with underwriters, dealers, and agents will include provisions indemnifying
them against certain civil liabilities, including certain liabilities under the Securities Act, or providing for contributions
with respect to payments that they may be required to make.
We may authorize underwriters, dealers, or agents
to solicit offers from certain institutions whereby the institution contractually agrees to purchase the securities offered under
this prospectus from us on a future date at a specific price. This type of contract may be made only with institutions that we
specifically approve. Such institutions could include banks, insurance companies, pension funds, investment companies, and educational
and charitable institutions. The underwriters, dealers, or agents will not be responsible for the validity or performance of these
contracts.
Sales of securities offered under this prospectus
also may be effected by us from time to time in one or more types of transactions (which may, without limitation, include block
transactions, special offerings, exchange distributions, secondary distributions, purchases by a broker or dealer, or other direct
sales by us to one or more purchasers) on the NASDAQ Global Market or any other national securities exchange or automated trading
and quotation system on which our common stock or other securities are listed, in the over-the-counter market, in transactions
otherwise than on such exchanges and systems or the over-the-counter market, including negotiated transactions, through options
transactions relating to the shares, or a combination of such methods of sale, at market prices prevailing at the time of sale,
at negotiated prices, or at fixed prices. Such transactions may or may not involve brokers or dealers. Any shares of our common
stock offered under this prospectus will be listed on the NASDAQ Global Market, subject to notice of issuance.
Each issue of a new series of debt securities,
preferred stock, depositary shares, purchase contracts, rights, warrants, and units will be a new issue of securities with no established
trading market, except as indicated in the applicable prospectus supplement. It has not been established whether the underwriters,
if any, of the securities offered under this prospectus will make a market in these securities. If a market in any series of debt
securities, preferred stock, depositary shares, purchase contracts, rights, warrants, and units is made by any such underwriters,
such market-making may be discontinued at any time without notice. We can give no assurance as to the liquidity of the trading
market of these securities.
In order to facilitate the offering of any of
the securities offered under this prospectus, the underwriters with respect to any such offering may, as described in the prospectus
supplement, engage in transactions that stabilize, maintain, or otherwise affect the price of the securities or any other securities
the prices of which may be used to determine payments on these securities. Specifically, the underwriters may over-allot in connection
with the offering, creating a short position in these securities for their own accounts. In addition, to cover over-allotments
or to stabilize the price of these securities or of any other securities, the underwriters may bid for, and purchase, these securities
or any other securities in the open market. Finally, in any offering of the securities offered under this prospectus through a
syndicate of underwriters, the underwriting syndicate may reclaim selling concessions allowed to an underwriter or a dealer for
distributing these securities in the offering, if the syndicate repurchases previously distributed securities in transactions to
cover syndicate short positions, in stabilization transactions, or otherwise. Any of these activities may stabilize or maintain
the market price of these securities above independent market levels. The underwriters are not required to engage in these activities,
and may end any of these activities at any time, all as described in the applicable prospectus supplement.
If so indicated in the applicable prospectus
supplement, one or more firms, which we refer to as “remarketing firms,” acting as principals for their own accounts
or as agents for us, may offer and sell the securities offered under this prospectus as part of a remarketing upon their purchase,
in accordance with their terms. We will identify any remarketing firm, the terms of its agreement, if any, with us and its compensation
in the applicable prospectus supplement.
Remarketing firms, agents, underwriters, and
dealers may be entitled under agreements with us to indemnification by or contribution from us against some civil liabilities,
including liabilities under the Securities Act, and may be customers of, engage in transactions with, or perform services for us
in the ordinary course of business.
Any person participating in the distribution
of securities will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, or the Exchange Act,
and the rules and regulations under the Exchange Act, including without limitation, Regulation M, which may limit the timing of
transactions involving the securities offered under this prospectus. Furthermore, Regulation M may restrict the ability of any
person engaged in the distribution of such securities to engage in market-making activities with respect to the particular securities
being distributed. All of the above may affect the marketability of the securities offered under this prospectus and the ability
of any person or entity to engage in market-making activities with respect to such securities.
Under the securities laws of various states,
the securities offered under this prospectus may be sold in those states only through registered or licensed brokers or dealers.
In addition, in various states the securities offered under this prospectus may not be offered and sold unless such securities
have been registered or qualified for sale in the state or an exemption from such registration or qualification is available and
is complied with.
DESCRIPTION OF COMMON STOCK, $1.00 PAR VALUE
PER SHARE
Voting Rights
.
Each share
of our common stock entitles the holder thereof to one vote on all matters upon which shareholders have the right to vote. Our
shareholders are not entitled to cumulate their votes for the election of directors. Directors are elected by a plurality of votes
cast. In addition, if our board of directors consists of nine or more directors, the board members will be classified into three
groups so that approximately one-third of the directors will be elected each year. One of the effects of these “staggered”
director terms is that it makes it more difficult to affect a change in majority control of our board of directors.
Dividends
.
Subject to preferences
to which holders of any shares of our preferred stock may be entitled, holders of our common stock are entitled to receive ratably
any dividends that may be declared from time to time by the board of directors out of funds legally available for that purpose. Under
North Carolina law, we are authorized to pay dividends as declared by our board of directors, provided that no such distribution
results in our insolvency on a going concern or balance sheet basis. However, although we are a legal entity separate and distinct
from the Bank, our principal source of funds with which we can pay dividends to our shareholders is dividends we receive from the
Bank. For that reason, our ability to pay dividends is effectively subject to the same limitations that apply to the Bank. The
Bank’s ability to pay dividends to us is subject to regulatory restrictions that apply to North Carolina-chartered commercial
banks.
No Preemptive Rights; Conversion Rights;
Redemption Rights; Sinking Fund
.
Holders of our common stock do not have preemptive, conversion, or redemption rights;
our common stock does not have any sinking fund provisions.
Liquidation
.
In the event
of any liquidation, dissolution, or winding up of our affairs, the holders of shares of our common stock are entitled to receive,
after payment of all debts and liabilities, all of our remaining assets available for distribution in cash or in kind. In the event
of any liquidation, dissolution, or winding up of the Bank, we, as the sole shareholder of the Bank’s common stock, would
be entitled to receive all remaining assets of the Bank available for distribution in cash or in kind after payment of all debts
and liabilities of the Bank including all deposits and accrued interest on deposits.
Miscellaneous
.
Shares of
our common stock are non-assessable. Computershare, Inc., College Station, Texas, acts as registrar and transfer agent for our
common stock. The rights of the holders of our common stock are subject to, and may be adversely affected by, the rights of the
holders of shares of any other series of preferred stock that we may establish in the future. See “Charter, Bylaw, and Statutory
Provisions Having Potential Anti-takeover Effects” for additional discussion regarding provisions of our governance documents
that may have the effect of delaying, deferring, or preventing a change in control.
NASDAQ
Global Market.
Our common stock is listed for quotation on the NASDAQ Global Market under the symbol “SLCT.”
On July 10, 2018, the last reported sale price of our common stock was $13.55 per share.
DESCRIPTION OF PREFERRED
STOCK
The following outlines the general provisions
of the shares of preferred stock, no par value per share, which we may offer from time to time. The specific terms of a series
of preferred stock will be described in the applicable prospectus supplement relating to that series of preferred stock. The following
description of the preferred stock and any description of preferred stock in a prospectus supplement is only a summary and is subject
to and qualified in its entirety by reference to the articles of amendment to our articles of incorporation relating to the particular
series of preferred stock, a copy of which we will file with the SEC in connection with the sale of any series of preferred stock.
General.
Under our articles of
incorporation, our board of directors is authorized, without shareholder approval, to adopt resolutions providing for the issuance
of up to 5,000,000 shares of preferred stock, no par value per share, in one or more series. As of the date of this prospectus,
no shares of our preferred stock are issued and outstanding.
Our board of directors may fix the voting powers,
designations, preferences, rights, qualifications, limitations, and restrictions of each series of preferred stock that we may
offer.
In addition, as described under “Description
of Depositary Shares,” we may, instead of offering full shares of any series of preferred stock, offer depositary shares
evidenced by depositary receipts, each representing a fraction of a share of the particular series of preferred stock issued and
deposited with a depositary. The fraction of a share of preferred stock which each depositary share represents will be set forth
in the prospectus supplement relating to such depositary shares.
The prospectus supplement relating to a particular
series of preferred stock will contain a description of the specific terms of that series, including, as applicable:
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the title, designation, number of shares, and stated
or liquidation value of the preferred stock;
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the dividend amount or rate or method of calculation,
the payment dates for dividends and the place or places where the dividends will be paid, whether dividends will be cumulative
or noncumulative, and, if cumulative, the dates from which dividends will begin to accrue;
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any conversion or exchange rights;
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whether the preferred stock will be subject to redemption
and the redemption price and other terms and conditions relative to the redemption rights;
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any liquidation rights;
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any sinking fund provisions;
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the exchange or market, if any, where the preferred
stock will be listed or traded; and
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any other rights, preferences, privileges, limitations
and restrictions that are not inconsistent with the terms of our articles of incorporation.
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Upon the issuance and payment for shares of
preferred stock, the shares will be fully paid and nonassessable. Except as otherwise may be specified in the prospectus supplement
relating to a particular series of preferred stock, holders of preferred stock will not have any preemptive or subscription rights
to acquire any class or series of our capital stock and each series of preferred stock will rank on a parity in all respects with
each other series of our preferred stock and prior to our common stock as to dividends and any distribution of our assets.
The authorization of the preferred stock could
have the effect of making it more difficult or time consuming for a third party to acquire a majority of our outstanding voting
stock or otherwise effect a change of control. Shares of the preferred stock may also be sold to third parties that indicate that
they would support the board of directors in opposing a hostile takeover bid. The availability of the preferred stock could have
the effect of delaying a change of control and of increasing the consideration ultimately paid to our shareholders. The board of
directors may authorize the issuance of preferred stock for capital-raising activities, acquisitions, joint ventures, or other
corporate purposes that have the effect of making an acquisition of the Company more difficult or costly, as could also be the
case if the board of directors were to issue additional common stock for such purposes. See “Charter, Bylaw and Statutory
Provisions Having Potential Anti-takeover Effects.”
Redemption.
If so specified in
the applicable prospectus supplement, a series of preferred stock may be redeemable at any time, in whole or in part, at our option,
and may be mandatorily redeemable or convertible. Restrictions, if any, on the repurchase or redemption by us of any series of
our preferred stock will be described in the applicable prospectus supplement relating to that series. Generally, any redemption
of our preferred stock will be subject to prior Federal Reserve approval. Any partial redemption of a series of preferred stock
would be made in the manner described in the applicable prospectus supplement relating to that series.
Upon the redemption date of shares of preferred
stock called for redemption or upon our earlier call and deposit of the redemption price, all rights of holders of the preferred
stock called for redemption will terminate, except for the right to receive the redemption price.
Dividends.
Holders of each series
of preferred stock will be entitled to receive cash dividends only when, as, and if declared by our board of directors out of funds
legally available for dividends. The rates or amounts and dates of payment of dividends will be described in the applicable prospectus
supplement relating to each series of preferred stock. Dividends will be payable to holders of record of preferred stock on the
record dates fixed by our board of directors. Dividends on any series of preferred stock may be cumulative or noncumulative, as
described in the applicable prospectus supplement.
Our board of directors may not declare, pay,
or set apart funds for payment of dividends on a particular series of preferred stock unless full dividends on any other series
of preferred stock that ranks equally with or senior to such series of preferred stock with respect to the payment of dividends
have been paid or sufficient funds have been set apart for payment for either of the following:
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all prior dividend periods of each such series of preferred
stock that pay dividends on a cumulative basis; or
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the immediately preceding dividend period of each such
series of preferred stock that pays dividends on a noncumulative basis.
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Partial dividends declared on shares of any
series of preferred stock and other series of preferred stock ranking on an equal basis as to dividends will be declared pro rata.
A pro rata declaration means that the ratio of dividends declared per share to accrued dividends per share will be the same for
all series of preferred stock of equal priority.
Liquidation Preference.
In the
event of the liquidation, dissolution, or winding-up of the Company, holders of each series of preferred stock will have the right
to receive distributions upon liquidation in the amount described in the applicable prospectus supplement relating to each series
of preferred stock, plus an amount equal to any accrued but unpaid dividends. These distributions will be made before any distribution
is made on our common stock or on any securities ranking junior to such preferred stock upon liquidation, dissolution, or winding-up.
However, holders of the shares of preferred
stock will not be entitled to receive the liquidation price of their shares until we have paid or set aside an amount sufficient
to pay in full the liquidation preference of any class or series of our capital stock ranking senior as to rights upon liquidation,
dissolution, or winding up. Unless otherwise provided in the applicable prospectus supplement, neither a consolidation or merger
of the Company with or into another corporation nor a merger of another corporation with or into the Company nor a sale or
transfer of all or part of the Company’s assets for cash or securities will be considered a liquidation, dissolution, or
winding up of the Company.
If the liquidation amounts payable to holders
of preferred stock of all series ranking on a parity regarding liquidation are not paid in full, the holders of the preferred stock
of these series will have the right to a ratable portion of our available assets up to the full liquidation preference. Holders
of these series of preferred stock or such other securities will not be entitled to any other amounts from us after they have received
their full liquidation preference.
Conversion and Exchange.
The prospectus
supplement will indicate whether and on what terms the shares of any future series of preferred stock will be convertible into
or exchangeable for shares of any other class, series or security of the Company or any other corporation or any other property
(including whether the conversion or exchange is mandatory, at the option of the holder or our option, the period during which
conversion or exchange may occur, the initial conversion or exchange price or rate and the circumstances or manner in which the
amount of common or preferred stock or other securities issuable upon conversion or exchange may be adjusted). It will also indicate
for preferred stock convertible into common stock, the number of shares of common stock to be reserved in connection with, and
issued upon conversion of, the preferred stock (including whether the conversion or exchange is mandatory, the initial conversion
or exchange price or rate and the circumstances or manner in which the amount of common stock issuable upon conversion or exchange
may be adjusted) at the option of the holder or our option and the period during which conversion or exchange may occur.
Voting Rights.
The holders of
shares of preferred stock will have no voting rights, except:
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as otherwise stated in the applicable prospectus supplement;
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as otherwise stated in the articles of amendment to
our articles of incorporation establishing the series of such preferred stock; and
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as otherwise required by applicable law.
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Transfer Agent and Registrar.
The
transfer agent, registrar, dividend paying agent and depositary, if any, for any preferred stock offering will be stated in the
applicable prospectus supplement.
DESCRIPTION OF DEPOSITARY SHARES
The following briefly summarizes the general
provisions of the depositary shares representing a fraction of a share of preferred stock of a specific series, or “depositary
shares,” and depositary receipts (as defined below) that we may issue from time to time and which would be important to holders
of depositary receipts. The specific terms of any depositary shares or depositary receipts, including pricing and related terms,
will be disclosed in the applicable prospectus supplement. The prospectus supplement will also state whether any of the general
provisions summarized below apply or not to the depositary shares or depositary receipts being offered. The following description
and any description in a prospectus supplement is a summary only and is subject to, and qualified in its entirety by reference
to the terms and provisions of the deposit agreement(s), which we will file with the SEC in connection with an issuance of depositary
shares.
Description of Depositary Shares.
We may offer depositary shares evidenced by receipts for such depositary shares, which we sometimes refer to as “depositary
receipts.” Each depositary receipt represents a fraction of a share of the particular series of preferred stock issued and
deposited with a depositary. The fraction of a share of preferred stock which each depositary share represents will be set forth
in the applicable prospectus supplement.
We will deposit the shares of any series of
preferred stock represented by depositary shares according to the provisions of a deposit agreement to be entered into between
us and a bank or trust company, which we will select as our preferred stock depositary, and which may be the same institution that
serves as an indenture trustee. The depositary must have its principal office in the United States and have combined capital and
surplus of at least $100,000,000. We will name the depositary in the applicable prospectus supplement. Each owner of a depositary
share will be entitled to all the rights and preferences of the underlying preferred stock in proportion to the applicable fraction
of a share of preferred stock represented by the depositary share. These rights include dividend, voting, redemption, conversion,
and liquidation rights. The depositary will send the holders of depositary shares all reports and communications that we deliver
to the depositary and which we are required to furnish to the holders of depositary shares. We may issue depositary receipts in
temporary, definitive, or book-entry form.
Withdrawal of Preferred Stock.
A holder of depositary shares may receive the number of whole shares of the series of preferred stock and any money or other property
represented by the holder’s depositary receipts after surrendering the depositary receipts at the corporate trust office
of the depositary. Partial shares of preferred stock will not be issued. If the surrendered depositary shares exceed the number
of depositary shares that represent the number of whole shares of preferred stock the holder wishes to withdraw, then the depositary
will deliver to the holder at the same time a new depositary receipt evidencing the excess number of depositary shares. Once the
holder has withdrawn the preferred stock, the holder will not be entitled to re-deposit such preferred stock under the deposit
agreement or to receive depositary shares in exchange for such preferred stock.
Dividends and Other Distributions.
Holders of depositary shares of any series will receive their pro rata share of cash dividends or other cash distributions received
by the depositary on the preferred stock of that series held by it. Each holder will receive these distributions in proportion
to the number of depositary shares owned by the holder. The depositary will distribute only whole United States dollars and cents.
The depositary will add any fractional cents not distributed to the next sum received for distribution to record holders of depositary
shares. In the event of a non-cash distribution, the depositary will distribute property to the record holders of depositary shares,
unless the depositary determines that it is not feasible to make such a distribution. If this occurs, the depositary, with our
approval, may sell the property and distribute the net proceeds from the sale to the holders.
Redemption of Depositary Shares.
If a series of preferred stock represented by depositary shares is subject to redemption, then we will give the necessary proceeds
to the depositary. The depositary will then redeem the depositary shares using the funds they received from us for the preferred
stock. The depositary will notify the record holders of the depositary shares to be redeemed not less than 30 days nor more than
60 days before the date fixed for redemption at the holders’ addresses appearing in the depositary’s books. The redemption
price per depositary share will be equal to the redemption price payable per share for the applicable series of the preferred stock
and any other amounts per share payable with respect to that series of preferred stock multiplied by the fraction of a share of
preferred stock represented by one depositary share. Whenever we redeem shares of a series of preferred stock held by the depositary,
the depositary will redeem the depositary shares representing the shares of preferred stock on the same day. If fewer than all
the depositary shares of a series are to be redeemed, the depositary shares will be selected by lot, ratably, or by such other
equitable method as we and the depositary may determine.
Upon and after the redemption of shares of the
underlying series of preferred stock, the depositary shares called for redemption will no longer be considered outstanding. Therefore,
all rights of holders of the depositary shares will then cease, except that the holders will still be entitled to receive any cash
payable upon the redemption and any money or other property to which the holder was entitled at the time of redemption.
Voting Rights.
Upon receipt of
notice of any meeting at which the holders of preferred stock of the related series are entitled to vote, the depositary will notify
holders of depositary shares of the upcoming vote and arrange to deliver our voting materials to the holders. The record date for
determining holders of depositary shares that are entitled to vote will be the same as the record date for the related series of
preferred stock. The materials the holders will receive will (1) describe the matters to be voted on and (2) explain how the holders,
on a certain date, may instruct the depositary to vote the shares of preferred stock underlying the depositary shares. For instructions
to be valid, the depositary must receive them on or before the date specified. The depositary will attempt, as far as practical,
to vote the shares as instructed by the holder. We will cooperate with the depositary to enable it to vote as instructed by holders
of depositary shares. If any holder does not instruct the depositary how to vote the holder’s shares, the depositary will
abstain from voting those shares.
Conversion or Exchange.
The depositary
will convert or exchange all depositary shares on the same day that the preferred stock underlying the depositary shares is converted
or exchanged. In order for the depositary to do so, we will deposit with the depositary any other preferred stock, common stock,
or other securities into which the preferred stock is to be converted or for which it will be exchanged.
The exchange or conversion rate per depositary
share will be equal to the exchange or conversion rate per share of preferred stock, multiplied by the fraction of a share of preferred
stock represented by one depositary share. All amounts per depositary share payable by us for dividends that have accrued on the
preferred stock to the exchange or conversion date that have not yet been paid shall be paid in appropriate amounts on the depositary
shares.
The depositary shares, as such, cannot be converted
or exchanged into other preferred stock, common stock, securities of another issuer, or any other of our securities or property.
Nevertheless, if so specified in the applicable prospectus supplement, a holder of depositary shares may be able to surrender the
depositary receipts to the depositary with written instructions asking the depositary to instruct us to convert or exchange the
preferred stock represented by the depositary shares into other shares of preferred stock or common stock or to exchange the preferred
stock for securities of another issuer. If the depositary shares carry this right, we would agree that, upon the payment of applicable
fees and taxes, if any, we will cause the conversion or exchange of the preferred stock using the same procedures as we use for
the delivery of preferred stock. If a holder is only converting part of the depositary shares represented by a depositary receipt,
new depositary receipts will be issued for any depositary shares that are not converted or exchanged.
Amendment and Termination of the Deposit
Agreement.
We may agree with the depositary to amend the deposit agreement and the form of depositary receipt without consent
of the holder at any time. However, if the amendment adds or increases fees or charges payable by holders of the depositary shares
or prejudices an important right of holders, it will only become effective with the approval of holders of at least a majority
of the affected depositary shares then outstanding. If an amendment becomes effective, holders are deemed to agree to the amendment
and to be bound by the amended deposit agreement if they continue to hold their depositary receipts.
The deposit agreement will automatically terminate
if:
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all outstanding depositary shares have been redeemed
and all amounts payable upon redemption have been paid;
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each share of preferred stock held by the depositary
has been converted into or exchanged for common stock, other preferred stock, or other securities; or
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a final distribution in respect of the preferred stock
held by the depositary has been made to the holders of depositary receipts in connection with our liquidation, dissolution, or
winding-up.
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We may also terminate the deposit agreement
at any time. Upon such event, the depositary will give notice of termination to the holders not less than 30 days before the termination
date. Once depositary receipts are surrendered to the depositary, it will send to each holder the number of whole and fractional
shares of the series of preferred stock underlying that holder’s depositary receipts, provided that, at our election we may
pay cash in lieu of fractional shares of preferred stock that may be issuable.
Charges of Depositary and Expenses.
We will pay all transfer and other taxes and governmental charges in connection with the establishment of the depositary arrangements.
We will pay all charges and fees of the depositary for the initial deposit of the preferred stock, the depositary’s services
and redemption of the preferred stock. Holders of depositary shares will pay transfer and other taxes and governmental charges
and the charges that are provided in the deposit agreement to be for the holder’s account.
Limitations on Our Obligations and Liability
to Holders of Depositary Receipts.
The deposit agreement will limit our obligations and the obligations of the depositary.
It will also limit our liability and the liability of the depositary as follows:
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we and the depositary will only be obligated to take
the actions specifically set forth in the deposit agreement in good faith;
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we and the depositary will not be liable if either
is prevented or delayed by law or circumstances beyond our or its control from performing our or its obligations under the deposit
agreement;
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we and the depositary will not be liable if either
exercises discretion permitted under the deposit agreement;
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we and the depositary will have no obligation to become
involved in any legal or other proceeding related to the depositary receipts or the deposit agreement on behalf of the holders
of depositary receipts or any other party, unless we and the depositary are provided with satisfactory indemnity; and
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we and the depositary will be permitted to rely upon
any written advice of counsel or accountants and on any documents we believe in good faith to be genuine and to have been signed
or presented by the proper party.
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In the deposit agreement, we will agree to indemnify
the depositary under certain circumstances.
Resignation and Removal of Depositary.
The depositary may resign at any time by notifying us of its election to do so. In addition, we may remove the depositary at any
time. Such resignation or removal will take effect when we appoint a successor depositary and it accepts the appointment. We must
appoint the successor depositary within 60 days after delivery of the notice of resignation or removal and the new depositary must
be a bank or trust company having its principal office in the United States and having a combined capital and surplus of at least
$100,000,000.
DESCRIPTION OF DEBT
SECURITIES
We
may issue senior debt securities or subordinated debt securities. Senior debt securities will be issued under an indenture, referred
to as the “senior indenture,” between us and a senior indenture trustee to be named in the applicable prospectus supplement.
Subordinated debt securities will be issued under a separate indenture, referred to as the “subordinated indenture,”
between us and a subordinated indenture trustee to be named in the applicable prospectus supplement. The senior indenture and
the subordinated indenture are sometimes collectively referred to in this prospectus as the “indentures.” The indentures
will be subject to and governed by the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). A copy
of the form of each of these indentures is included as an exhibit to the registration statement of which this prospectus is a
part.
The
following briefly describes the general terms and provisions of the debt securities which may be offered by us and the indentures
governing them. The particular terms of the debt securities offered, and the extent, if any, to which these general provisions
may apply to the debt securities so offered, will be described in more detail in the applicable prospectus supplement relating
to those securities. The following descriptions of the indentures are not complete and are subject to, and are qualified in their
entirety by reference to, all the provisions of the respective indentures.
General Terms of Debt Securities.
The indentures permit us to issue the debt securities from time to time, without limitation as to aggregate principal
amount, and in one or more series. The indentures also do not limit or otherwise restrict the amount of other indebtedness which
we may incur or other securities which we or our subsidiaries may issue, including indebtedness which may rank senior to the debt
securities. Nothing in the subordinated indenture prohibits the issuance of securities representing subordinated indebtedness
that is senior or junior to the subordinated debt securities.
Unless we give you different information
in the prospectus supplement, the senior debt securities will be unsubordinated obligations and will rank equally with all of
our other unsecured and unsubordinated indebtedness. Payments on the subordinated debt securities will be subordinated to the
prior payment in full of all of our senior debt, as described under “—Subordination” of this prospectus and
in the applicable prospectus supplement.
With respect to
any debt securities that we issue, we will describe in each prospectus supplement the following terms relating to a series of debt
securities:
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the principal amount being offered, and if a series,
the total amount authorized and the total amount outstanding;
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any limit on the amount that may be issued;
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whether or not we will issue the series of debt securities
in global form, and if so, the terms and who the depository will be;
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the principal amount due at maturity;
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whether and under what circumstances, if any, we will
pay additional amounts on any debt securities held by a person who is not a United States person for tax purposes, and whether
we can redeem the debt securities if we have to pay such additional amounts;
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the annual interest rate, which may be fixed or variable,
or the method for determining the rate and the date interest will begin to accrue, the dates interest will be payable and the
regular record dates for interest payment dates or the method for determining such dates;
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whether
or not the debt securities will be convertible into shares of our common stock, preferred
stock, other indebtedness, or warrants and, if so, the terms of such conversion;
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whether or not the debt securities will be secured
or unsecured by some or all of our assets, and the terms of any secured debt;
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the terms of the subordination of any series of subordinated
debt;
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the place where payments will be payable;
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restrictions on transfer, sale, or other assignment,
if any;
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our right, if any, to defer payment or interest and
the maximum length of any such deferral period;
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the date, if any, after which and the conditions upon
which, and the price at which, we may, at our option, redeem the series of debt securities pursuant to any optional or provisional
redemption provisions and the terms of those redemption provisions;
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the date, if any, on which, and the price at which
we are obligated, pursuant to any mandatory sinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s
option to purchase, the series of debt securities and the currency or currency unit in which the debt securities are payable;
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whether the indenture will restrict our ability to
pay dividends, or will require us to maintain any asset ratios or reserves;
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whether we will be restricted from incurring any additional
indebtedness, issuing additional securities, or entering into a merger, consolidation, or sale of our business;
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a discussion of any material or special United States
federal income tax considerations applicable to the debt securities;
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information describing any book-entry features;
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any provisions for payment of additional amounts for
taxes;
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whether the debt securities are to be offered at a
price such that they will be deemed to be offered at an “original issue discount” as defined in paragraph (a) of
Section 1273 of the Internal Revenue Code of 1986, as amended;
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the denominations in which we will issue the series
of debt securities, if other than denominations of $1,000 and any integral multiple thereof;
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whether we and/or the indenture trustee may change
an indenture without the consent of any holders;
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the form of debt security and how it may be exchanged
and transferred;
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description of the indenture trustee and paying agent,
and the method of payments; and
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any other specified terms, preferences, rights or limitations
of, or restrictions on, the debt securities and any terms that may be required by us or advisable under applicable laws or regulations.
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Terms of Indenture.
We summarize below the material terms of the form of indenture or indicate which material terms will be described in the
applicable prospectus supplement. The indenture:
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does not limit the amount of debt securities that we
may issue;
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allows us to issue debt securities in one or more series;
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does not require us to issue all of the debt securities
of a series at the same time;
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allows us to reopen a series to issue additional debt
securities without the consent of the holders of the debt securities of such series; and
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provides that the debt securities will be unsecured,
except as may be set forth in the applicable prospectus supplement.
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Ranking of Debt Securities; Holding
Company Structure.
Payment of the principal of, premium, if any, and interest on senior debt securities will rank on a
parity with all of our other unsecured and unsubordinated debt.
Payment of the principal of, premium,
if any, and interest on subordinated debt securities will be junior in right of payment to the prior payment in full of all of
our senior debt, including senior debt securities. We will state in the applicable prospectus supplement relating to any subordinated
debt securities the subordination terms of the securities as well as the aggregate amount of outstanding debt, as of the most
recent practicable date, that by its terms would be senior to those subordinated debt securities. As of June 30, 2018, the Company
had no outstanding debt that by its terms would be senior to any subordinated debt securities that may be issued under the subordinated
indenture. The indentures do not limit the issuance of additional senior debt.
The debt securities
will be our exclusive obligations. We are a holding company and substantially all of our consolidated assets are held by our subsidiary,
Select Bank. Accordingly, our cash flows and our ability to service our debt, including the debt securities, are dependent upon
the results of operations of Select Bank and the distribution of funds by Select Bank to us. Various statutory and regulatory
restrictions, however, limit directly or indirectly the amount of dividends Select Bank can pay, and also restrict Select Bank
from making investments in or loans to us.
Because we
are a holding company, the debt securities will be effectively subordinated to all existing and future liabilities, including
indebtedness, customer deposits, trade payables, guarantees and lease obligations, of Select Bank. Therefore, our rights and the
rights of our creditors, including the holders of the debt securities, to participate in the assets of any subsidiary upon that
subsidiary’s liquidation or reorganization will be subject to the prior claims of the subsidiary’s creditors and,
if applicable, its depositors, except to the extent that we may ourselves be a creditor with recognized claims against the subsidiary,
in which case our claims would still be effectively subordinate to any security interest in, or mortgages or other liens on, the
assets of Select Bank and would be subordinate to any indebtedness of Select Bank senior to that held by us. If a receiver or
conservator were appointed for Select Bank, the Federal Deposit Insurance Act recognizes a priority in favor of the holders of
withdrawable deposits (including the FDIC as subrogee or transferee) over general creditors. Claims for customer deposits would
have a priority over any claims that we may ourselves have as a creditor of Select Bank. The indentures do not limit the amount
of indebtedness or other liabilities that we and Select Bank may incur.
Subordination.
The subordinated debt securities will be subordinated in right of payment to all “senior indebtedness,” as
defined in the subordinated indenture. In certain circumstances relating to our liquidation, dissolution, receivership, reorganization,
insolvency or similar proceedings:
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the holders
of all senior indebtedness will first be entitled to receive payment in full before the
holders of the subordinated debt securities will be entitled to receive any payment on
the subordinated debt securities; and
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until the
senior indebtedness is paid in full, any distributions to which the holders of subordinated
debt would be entitled shall be made to holders of senior indebtedness, except that holders
of subordinated debt may receive securities that are subordinated to senior indebtedness.
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In addition, we may make no payment
on the subordinated debt securities in the event that any default occurs with respect to any senior indebtedness permitting the
holders of the senior indebtedness to accelerate the maturity of the senior indebtedness, if either of the following occur:
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notice of
such default has been given to the Company and to the trustee, provided that judicial
proceedings shall be commenced in respect of such default within 180 days in the case
of a default in payment of principal or interest and within 90 days in the case of any
other default after the giving of such notice, and provided further that only one such
notice shall be given in any twelve-month period, or
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judicial
proceedings are pending in respect of such default.
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By reason
of this subordination in favor of the holders of senior indebtedness, in the event of our insolvency our creditors who are
not holders of senior indebtedness or the subordinated debt securities may recover less, proportionately, than holders of
senior indebtedness and may recover more proportionately, than holders of the subordinated debt securities.
Unless otherwise
specified in the prospectus supplement relating to the particular series of subordinated debt securities, “senior indebtedness”
includes (i) the principal and any premium or interest for money borrowed or purchased by the Company; (ii) the principal and
any premium or interest for money borrowed or purchased by another person and guaranteed by the Company; (iii) any deferred obligation
for the payment of the purchase price of property or assets evidenced by a note or similar instrument or agreement; (iv) an obligation
arising from direct credit substitutes; and (v) any obligation associated with derivative products such as interest and foreign
exchange rate contracts, commodity contracts and similar arrangements; in each case, whether outstanding on the date the subordinated
indenture becomes effective, or created, assumed or incurred after that date. Senior indebtedness excludes any indebtedness that:
(a) expressly states that it is junior to, or ranks equally in right of payment with, the subordinated debt securities; or (b)
is identified as junior to, or equal in right of payment with, the subordinated debt securities in any board resolution or in
any supplemental indenture.
The subordinated
indenture does not limit or prohibit the incurrence of additional senior indebtedness, which may include indebtedness that is
senior to the subordinated debt securities, but subordinate to our other obligations. Any prospectus supplement relating to a
particular series of subordinated debt securities will set forth the aggregate amount of our indebtedness senior to the subordinated
debt securities as of the most recent practicable date.
The prospectus
supplement may further describe the provisions, if any, which may apply to the subordination of the subordinated debt securities
of a particular series.
Conversion or Exchange Rights.
Our debt securities may be convertible into or exchangeable for shares of our common stock, shares of our preferred stock
(which may be represented by depositary shares), other indebtedness of the Company, or warrants for our common stock, preferred
stock or indebtedness of the Company. If our debt securities are convertible into or exchangeable for such securities, the terms
of conversion or exchange will be stated in the applicable prospectus supplement. The terms will include the following:
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the initial
conversion or exchange price or rate;
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the conversion
or exchange period;
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the manner
in which such conversion or exchange shall be effected;
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applicable
adjustments, if any, and
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any other
provision in addition to or in lieu of those described in the indentures.
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The securities that our debt securities
are convertible into or exchangeable for are limited to those registered with the SEC on the registration statement of which this
prospectus is a part.
Absence of Limitation on Indebtedness.
The indentures do not limit the amount of indebtedness, guarantees or other liabilities that we and our subsidiaries may
incur and will not prohibit us or our subsidiaries from creating or assuming liens on our properties, including the capital stock
of our subsidiaries.
Events of Default.
Unless
otherwise indicated in the applicable prospectus supplement, if an event of default (other than default due to bankruptcy or insolvency)
occurs and is continuing for any series of senior or subordinated debt securities, the indenture trustee or the holders of not
less than 25% in principal amount of the outstanding senior or subordinated debt securities of that series may declare the principal
of all senior or subordinated debt securities of that series, or any lesser amount provided for in the senior or subordinated
debt securities of that series, to be immediately due and payable. Upon any such declaration, the principal or lesser amount,
together with any accrued and unpaid interest, will become immediately due and payable.
Unless otherwise indicated in the applicable
prospectus supplement, if an event of default due to bankruptcy or insolvency occurs, then the principal amount of all senior
or subordinated debt securities of that series, together with any accrued and unpaid interest, will become immediately due and
payable, without any declaration or other action on the part of the indenture trustee or any holder of such senior or subordinated
debt securities.
At any time after a declaration of acceleration
with respect to any series of senior or subordinated debt securities has been made and before a judgment or decree for payment
of the money due has been obtained by the applicable indenture trustee, the holders of at least a majority in principal amount
of the outstanding debt securities of that series may rescind and annul that acceleration and its consequences, provided that
all payments due, other than those due as a result of acceleration, have been made and all events of default have been cured or
waived.
The holders of at least a majority in
principal amount of any series of outstanding debt securities may waive any past default with respect to that series, except a
default:
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in the payment
of principal and any premium or interest on or additional amounts payable in respect
of any debt security of that series; or
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in respect
of a covenant or provision which cannot be modified or amended without the consent of
the holder of each outstanding debt security of the series of debt securities affected.
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The holders of a majority in principal
amount of the outstanding debt securities of a series may direct the time, method, and place of conducting any proceeding for
any remedy available to the applicable indenture trustee or exercising any trust or power conferred on the indenture trustee with
respect to debt securities of that series, provided that (1) such direction is not in conflict with any rule of law or the applicable
indenture, (2) the trustee may take any other action it deems proper which is not inconsistent with such direction, and (3) such
direction is not unduly prejudicial to the rights of the other holders of the series of debt securities. The trustee is under
no obligation to exercise any of the rights or powers vested in it at the direction of the holders unless the holders have offered
security or indemnity to the trustee against the costs, expenses, and liabilities which it might incur in complying with such
request or direction.
A holder of any debt security of any
series will have the right to institute a proceeding with respect to the applicable indenture or for any remedy under the indenture,
if:
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the holder
has previously given written notice to the trustee of a continuing event of default;
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the holders
of at least 25% in principal amount of the outstanding debt securities of the series
have made written request to the trustee to institute proceedings in respect of such
event of default in its own name as trustee;
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such holder
or holders have offered indemnity reasonably satisfactory to the trustee against the
costs, expenses and liabilities to be incurred in compliance with such request;
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the trustee
for 60 days after its receipt of such notice, request and offer of indemnity has failed
to institute any such proceeding; and
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no direction
inconsistent with such written request has been given to the trustee during such 60-day
period by the holders of a majority in principal amount of the outstanding debt securities
of such series.
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However, the holder of any debt security
has the right to receive payment of the principal of (and premium, if any) and interest on, and any additional amount in respect
of, such debt security and to institute suit for the enforcement of any such payment.
The Company is required to deliver an
annual statement to the trustee as to the performance of the Company’s obligations under the indentures and as to any default
in that performance of which we are aware. We are also required to notify the trustee of any event which, after notice or lapse
of time or both, would become an event of default within five days after the occurrence of such event.
Governing Law.
Unless
indicated otherwise in the applicable prospectus supplement, the indentures and the debt securities will be governed by, and construed
in accordance with, the laws of the State of New York.
DESCRIPTION OF WARRANTS
For purposes of this section, the terms “we,”
“our” and “us” refer only to Select Bancorp, Inc., and not to its subsidiaries.
General
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We may issue warrants
in one or more series to purchase senior debt securities, subordinated debt securities, preferred stock, depositary shares, common
stock, or any combination of these securities. Warrants may be issued independently or together with any underlying securities
and may be attached to or separate from the underlying securities. We will issue each series of warrants under a separate warrant
agreement to be entered into between us and a warrant agent. The warrant agent will act solely as our agent in connection with
the warrants of such series and will not assume any obligation or relationship of agency for or on behalf of holders or beneficial
owners of warrants. The following outlines some of the general terms and provisions of the warrants. Further terms of the warrants
and the applicable warrant agreement will be stated in the applicable prospectus supplement. The following description and any
description of the warrants in a prospectus supplement are not complete and are subject to and qualified in their entirety by reference
to the terms and provisions of the warrant agreement, which we will file with the SEC in connection with the issuance of any warrants.
The applicable prospectus supplement will describe
the terms of any warrants, including the following, as may be applicable:
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the title of the warrants;
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the total number of warrants to be issued and the amount
of warrants outstanding;
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the consideration for which we will issue the warrants,
including the applicable currency or currencies;
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anti-dilution provisions to adjust the number of shares
of our common stock or other securities to be delivered upon exercise of the warrants;
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the designation and terms of the underlying securities
purchasable upon exercise of the warrants;
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the price at which and the currency or currencies in
which investors may purchase the underlying securities purchasable upon exercise of the warrants and provisions for changes to
or adjustments in the exercise price;
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the dates on which the right to exercise the warrants
will commence and expire;
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the procedures and conditions relating to the exercise
of the warrants;
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whether the warrants will be in registered or bearer
form;
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information with respect to book-entry registration
and transfer procedures, if any;
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the minimum or maximum amount of warrants which may
be exercised at any one time;
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the designation and terms of the underlying securities
with which the warrants are issued and the number of warrants issued with each underlying security;
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the date on and after which the warrants and securities
issued with the warrants will be separately transferable;
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a discussion of material United States federal income
tax considerations;
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the identity of the warrant agent; and
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any other terms of the warrants, including terms, procedures,
and limitations relating to the exchange, transfer, and exercise of the warrants.
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Warrant certificates may be exchanged for new
warrant certificates of different denominations, and warrants may be exercised at the warrant agent’s corporate trust office
or any other office indicated in the applicable prospectus supplement. Prior to the exercise of their warrants, holders of warrants
exercisable for debt securities will not have any of the rights of holders of the debt securities purchasable upon such exercise
and will not be entitled to payments of principal (or premium, if any) or interest, if any, on the debt securities purchasable
upon such exercise. Prior to the exercise of their warrants, holders of warrants exercisable for shares of common stock, preferred
stock, or depositary shares will not have any rights of holders of the common stock, preferred stock, or depositary shares purchasable
upon such exercise, including any rights to vote such shares or to receive any distributions or dividends thereon.
Exercise of Warrants.
A warrant
will entitle the holder to purchase for cash an amount of securities at an exercise price that will be stated in, or that will
be determinable as described in, the applicable prospectus supplement. Warrants may be exercised at any time prior to the close
of business on the expiration date and in accordance with the procedures set forth in the applicable prospectus supplement. Upon
and after the close of business on the expiration date, unexercised warrants will be void and have no further force, effect, or
value.
Enforceability of Rights.
The
holders of warrants, without the consent of the warrant agent, may, on their own behalf and for their own benefit, enforce, and
may institute and maintain any suit, action, or proceeding against us to enforce their rights to exercise and receive the securities
purchasable upon exercise of their warrants.
DESCRIPTION OF UNITS
We also may offer two or more of the securities
described in this prospectus in the form of a “unit,” including pursuant to a unit agreement. The unit may be transferable
only as a whole, or the securities that make up a unit may, as described in the prospectus supplement, be separated and transferred
by the holder separately. There may or may not be an active market for units or the underlying securities, and not all the securities
comprising a unit may be listed or traded on a securities exchange or market.
DESCRIPTION OF PURCHASE CONTRACTS
We also may issue purchase contracts, including
contracts obligating holders to purchase from us, and obligating us to sell to holders, a fixed or varying number of shares of
common stock, preferred stock, depositary shares, or debt securities at a future date or dates. The consideration per share of
common stock, preferred stock, depositary share, or debt security may be fixed at the time that the purchase contracts are issued
or may be determined by reference to a specific formula set forth in the purchase contracts. Any purchase contract may include
anti-dilution provisions to adjust the number of shares issuable pursuant to such purchase contract upon the occurrence of certain
events.
The purchase contracts may be issued separately
or as a part of units consisting of a purchase contract, debt securities and preferred securities. These contracts, and the holders’
obligations to purchase shares of our common stock, preferred stock, depositary shares, or debt securities under the purchase contracts
may be secured by cash, certificates of deposit, U.S. government securities that will mature prior to or simultaneously with, the
maturity of the purchase contract, standby letters of credit from an affiliated U.S. bank that is FDIC-insured or other collateral
satisfactory to the Federal Reserve. The purchase contracts may require us to make periodic payments to holders of the purchase
units, or vice versa, and such payments may be unsecured or prefunded and may be paid on a current or on a deferred basis.
Any one or more of the above securities, common
stock or the purchase contracts or other collateral may be pledged as security for the holders’ obligations to purchase or
sell, as the case may be, the common stock or preferred stock under the purchase contracts.
DESCRIPTION OF RIGHTS
For purpose of this section, the terms “we”,
“our”, “our” and “us” refer only to Select Bancorp, Inc., and not to its subsidiaries.
The following briefly summarizes the general
provisions of rights that we may offer to purchase additional shares of our common stock or any series of preferred stock, which
we may issue. The following description and any description in a prospectus supplement is a summary only and is subject to, and
qualified in its entirety by reference to the terms and provisions of the rights, which we will file with the SEC in connection
with an issuance of rights to holders of our common stock or any series of our preferred stock. The specific terms of any rights,
including the period during which the rights may be exercised, the manner of exercising such rights, and the transferability of
rights, will be disclosed in the applicable prospectus supplement. Although we may issue rights, in our sole discretion, we have
no obligation to do so.
General.
We may distribute rights,
which may or may not be transferable, to the holders of our common stock or any series of our preferred stock as of a record date
set by our board of directors, at no cost to such holders. Each holder will be given the right to purchase a specified number of
whole shares of our common stock or preferred stock for every share of our common stock or a series of preferred stock that the
holder thereof owned on such record date, as set forth in the applicable prospectus supplement. Unless otherwise provided in an
applicable prospectus supplement, no fractional rights or rights to purchase fractional shares will be distributed in any rights
offering. The rights will be evidenced by rights certificates, which may be in definitive or book-entry form. Each right will entitle
the holder to purchase shares of our common stock or a series of preferred stock at a rate and price per share to be established
by our board of directors, as set forth in the applicable prospectus supplement. If holders of rights wish to exercise their rights,
they must do so before the expiration date of the rights offering, as set forth in the applicable prospectus supplement. Upon the
expiration date, the rights will expire and will no longer be exercisable, unless, in our sole discretion prior to the expiration
date, we extend the rights offering.
Exercise Price.
Our board of directors
will determine the exercise price or prices for the rights based upon a number of factors, including, without limitation, our business
prospects; our capital requirements; the price or prices at which an underwriter or standby purchasers may be willing to purchase
shares that remain unsold in the rights offering; and general conditions in the securities markets, especially for securities of
financial institutions. The subscription price may or may not reflect the actual or long-term fair value of the common stock or
preferred stock offered in the rights offering. We provide no assurances as to the market values or liquidity of any rights issued,
or as to whether or not the market prices of the common stock or preferred stock subject to the rights will be more or less than
the rights’ exercise price during the term of the rights or after the rights expire.
Exercising Rights; Fees and Expenses.
The manner of exercising rights will be set forth in the applicable prospectus supplement. Any subscription agent or escrow agent
will be set forth in the applicable prospectus supplement. We will pay all fees charged by any subscription agent and escrow agent
in connection with the distribution and exercise of rights. Rights holders will be responsible for paying all other commissions,
fees, taxes, or other expenses incurred in connection with their transfer of rights that are transferable. Neither we nor the subscription
agent will pay such expenses.
The applicable prospectus supplement will set
forth the expiration date and time (“Expiration Date”) for exercising rights. If holders of rights do not exercise
their rights prior to such time, their rights will expire and will no longer be exercisable and will have no value.
We will extend the Expiration Date as required
by applicable law and may, in our sole discretion, extend the Expiration Date. If we elect to extend the Expiration Date, we will
issue a press release announcing such extension prior to the scheduled Expiration Date.
Withdrawal and Termination.
We
may withdraw the rights offering at any time prior to the Expiration Date for any reason. We may terminate the rights offering,
in whole or in part, at any time before completion of the rights offering if there is any judgment, order, decree, injunction,
statute, law or regulation entered, enacted, amended or held to be applicable to the rights offering that in the sole judgment
of our board of directors would or might make the rights offering or its completion, whether in whole or in part, illegal or otherwise
restrict or prohibit completion of the rights offering. We may waive any of these conditions and choose to proceed with the rights
offering even if one or more of these events occur. If we terminate the rights offering, in whole or in part, all affected rights
will expire without value, and all subscription payments received by the subscription agent will be returned promptly without interest.
Rights of Subscribers.
Holders
of rights will have no rights as shareholders with respect to the shares of common stock or preferred stock for which the rights
may be exercised until they have exercised their rights by payment in full of the exercise price and in the manner provided in
the prospectus supplement, and such shares of common stock or preferred stock, as applicable, have been issued to such persons.
Holders of rights will have no right to revoke their subscriptions or receive their monies back after they have completed and delivered
the materials required to exercise their rights and have paid the exercise price to the subscription agent. All exercises of rights
are final and cannot be revoked by the holder of rights.
Regulatory Limitations.
We will
not be required to issue any person or group of persons shares of our common stock or preferred stock pursuant to the rights offering
if, in our sole opinion, such person would be required to give prior notice to or obtain prior approval from, any state or federal
governmental authority to own or control such shares if, at the time the rights offering is scheduled to expire, such person has
not obtained such clearance or approval in form and substance reasonably satisfactory to us.
Standby Agreements.
We may enter
into one or more separate agreements with one or more standby underwriters or other persons to purchase, for their own account
or on our behalf, any shares of our common stock or preferred stock not subscribed for in the rights offering. The terms of any
such agreements will be described in the applicable prospectus supplement.
Charter,
Bylaw and Statutory Provisions Having Potential Anti-takeover Effects
The following paragraphs summarize certain provisions
of our articles of incorporation, bylaws, and North Carolina law that may have the effect, or be used as a means, of delaying or
preventing attempts to acquire or take control of the Company, or to remove or replace incumbent directors, that are not first
approved by our board of directors, even if those proposed actions are favored by our shareholders. All references to our articles
of incorporation reference such articles as amended to date.
Authorized Shares.
Our articles
of incorporation currently authorize the issuance of 25,000,000 shares of common stock and 5,000,000 shares of preferred stock.
Our board of directors is authorized to approve the issuance of shares of our common stock or preferred stock from time to time
and, in the case of preferred stock, to create separate series of preferred stock within the class, and to determine the number
of shares, designations, terms, relative rights, preferences and limitations of the preferred stock, or of shares within each series
of preferred stock, at the time of issuance, all by its resolution. Those provisions give our board of directors considerable flexibility
to effect, among other transactions, financings, acquisitions, stock dividends, stock splits, and grants of stock options. However,
the board’s authority also could be used, consistent with the board’s fiduciary duty, to deter future attempts to gain
control of the Company by issuing additional common stock, or by issuing a series of preferred stock, to persons friendly to management
in order to attempt to block a tender offer, merger, or other transaction by which a third party seeks to gain control.
Super-majority Vote Requirement for Certain
Business Combinations
. Our articles of incorporation require the affirmative vote of 66 2∕3% of the outstanding shares
of all classes of our common stock entitled to vote to approve any agreement, plan, or arrangement providing for the merger, consolidation
or exchange of our shares with any other corporation or the sale, lease, or exchange of all or substantially all of our assets,
unless the proposed transaction is approved by the vote of at least a majority of the members of our board of directors who are
unaffiliated with any other party to the proposed transaction. This provision could tend to make the acquisition of our Company
more difficult to accomplish without the cooperation or favorable recommendation of our board of directors.
Other Constituency Considerations
.
When evaluating business combinations or transactions and determining what is in the best interests of the Company and our shareholders,
our articles of incorporation provide that our board of directors (or any individual member) may, but is not required, to consider:
(i) the social and economic effects of the transaction or the matter to be considered on the Company and its subsidiaries, its
and their employees, depositors, customers, and creditors, and the communities in which the Company and its subsidiaries operate
or are located; (ii) the business and financial condition and earnings prospects of the acquiring person(s) or entity, including,
but not limited to, debt service and other existing financial obligations, financial obligations to be incurred in connection with
the acquisition, and other likely financial obligations of the acquiring person or entity, and the possible effect of such conditions
upon the Company and its subsidiaries and the communities in which the Company and its subsidiaries operate or are located; (iii)
the competence, experience, and integrity of the acquiring person(s) or entity and its or their management; and (iv) the prospects
for successful conclusion of the business combination, offer or proposal.
Advance Notice of Director Nominations.
Our
bylaws provide that in order to be eligible for consideration at a meeting of shareholders, all nominations for election to the
board of directors, other than those made by our nominating committee, must be in writing and submitted to our corporate secretary
no later than September 30th of the year preceding the meeting of shareholders at which the nominee would stand for election and
must be accompanied by the nominee’s written consent to serve, if elected, and a certification that the nominee has owned
at least 1,000 shares of our common stock for the twelve months preceding the nomination and has business, economic, and residential
ties to our market area. Only shareholders entitled to vote at the meeting at which directors are elected may make recommendations
for nominations to our board of directors.
Special Meetings of Shareholders
.
Our
bylaws provide that special meetings of our shareholders may be called only by or at the direction of (a) the Chairman of
our board of directors, (b) the President of the Company, or (c) the Corporate Secretary of the Company at the request
of the board of directors of the Company.
Amendment of Bylaws
.
Subject
to certain limitations under North Carolina law, our bylaws may be amended or repealed by either our board of directors or our
shareholders. Therefore, our Board is authorized to amend or repeal bylaws without the approval of our shareholders. However, a
bylaw adopted, amended or repealed by our shareholders may not be readopted, amended or repealed by the board alone unless our
articles of incorporation or a bylaw adopted by our shareholders authorizes the board to adopt, amend or repeal that particular
bylaw or the bylaws generally.
Certain Provisions of Federal Law.
The ability of a third party to acquire us is also limited under applicable banking regulations. The Bank Holding Company Act of
1956, as amended, requires any “bank holding company” (as defined in that Act) to obtain the approval of the Federal
Reserve prior to acquiring more than 5% of our outstanding common stock. Any person other than a bank holding company is required
to obtain prior approval of the Federal Reserve to acquire 10% or more of our outstanding common stock under the Change in Bank
Control Act of 1978. Federal law also prohibits any person or company from acquiring “control” of an FDIC-insured depository
institution or its holding company without prior notice to the appropriate federal bank regulator. “Control” is conclusively
presumed to exist upon the acquisition of 25% or more of the outstanding voting securities of a bank or bank holding company, but
may arise under certain circumstances between 10% and 24.9% ownership. For purposes of calculating ownership thresholds under these
banking regulations, bank regulators would likely at least take the position that the minimum number of shares, and could take
the position that the maximum number of shares, of our common stock that a holder is entitled to receive pursuant to securities
convertible into or settled in our common stock, including pursuant to any warrants or options to purchase our common stock held
by such holder, must be taken into account in calculating a shareholder’s aggregate holdings of our common stock.
LEGAL MATTERS
Unless otherwise indicated in the applicable
prospectus supplement, the validity of the securities being offered hereby will be passed upon by Wyrick Robbins Yates & Ponton
LLP, Raleigh, North Carolina. Any underwriters will be represented by their own legal counsel.
EXPERTS
The consolidated financial statements of the
Company appearing in its Annual Report on Form 10-K for the year ended December 31, 2017, and the effectiveness of internal control
over financial reporting as of December 31, 2017, have been audited by Dixon Hughes Goodman LLP, independent registered public
accounting firm, as set forth in their reports thereon, and incorporated herein by reference. Such consolidated financial statements
are incorporated herein by reference in reliance upon such reports given on the authority of the firm as experts in accounting
and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the reporting requirements
of the Securities Exchange Act of 1934, as amended, and file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy these reports, proxy statements and other information at the SEC’s public
reference facilities at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You can request copies of these documents
by writing to the SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for more information about the
operation of the public reference facilities. SEC filings are also available at the SEC’s website at http://www.sec.gov and
through the “Investor Relations” section of our website (www.selectbank.com). Information on, or that can be accessible
through, our website does not constitute a part of, and is not incorporated by reference in, this prospectus.
This prospectus, which is a part of a registration
statement on Form S-3 that we have filed with the SEC under the Securities Act, omits certain information set forth in the registration
statement. Accordingly, for further information, you should refer to the registration statement and its exhibits on file with the
SEC. Furthermore, statements contained in this prospectus concerning any document filed as an exhibit are not necessarily complete
and, in each instance, we refer you to the copy of such document filed as an exhibit to the registration statement.
INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference”
information that we file with them. Incorporation by reference allows us to disclose important information to you by referring
you to those other documents. The information incorporated by reference is an important part of this prospectus, and information
that we file later with the SEC will automatically update and supersede this information. We filed a registration statement on
Form S-3 under the Securities Act of 1933, as amended, with the SEC with respect to the securities being offered pursuant
to this prospectus. This prospectus omits certain information contained in the registration statement, as permitted by the SEC.
You should refer to the registration statement, including the exhibits, for further information about us and the securities being
offered pursuant to this prospectus. Statements in this prospectus regarding the provisions of certain documents filed with, or
incorporated by reference in, the registration statement are not necessarily complete and each statement is qualified in all respects
by that reference. Copies of all or any part of the registration statement, including the documents incorporated by reference or
the exhibits, may be obtained upon payment of the prescribed rates at the offices of the SEC listed above in “Where You Can
Find More Information.” The documents we are incorporating by reference are:
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·
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our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the SEC on March 16, 2018;
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·
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our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018, filed with the SEC on May 10, 2018;
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·
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Current Reports on Form 8-K filed with the SEC on February 26, 2018 and May 24, 2018;
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·
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the description of our common stock contained in Amendment No. 1 to our Registration Statement on Form S-4 (File No. 333-220670)
filed with the SEC on October 19, 2017, including any amendment or report filed for the purpose of updating such description; and
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·
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all of the filings pursuant to the Securities Exchange Act of 1934, as amended, after the date of the filing of the original
registration statement and prior to the effectiveness of the registration statement.
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In addition, all documents (other than current
reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed in such forms that are related to such items unless
such Form 8-K expressly provides to the contrary) subsequently filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended, before the date our offering is terminated or completed are deemed to be incorporated
by reference into, and to be a part of, this prospectus.
Any statement contained in this prospectus or
in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document
that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified
or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
We will furnish without charge to you, on written
or oral request, a copy of any or all of the documents incorporated by reference, including exhibits to these documents. You should
direct any requests for documents to:
Select Bancorp, Inc.
Attn: Mark A. Jeffries, EVP and Chief Financial
Officer
700 West Cumberland Street
Dunn, North Carolina 28334
Telephone number: (910) 892-7080
You should rely only on information contained
in, or incorporated by reference into, this prospectus and any prospectus supplement. We have not authorized anyone to provide
you with information different from that contained in this prospectus or incorporated by reference in this prospectus. We are not
making offers to sell the securities in any jurisdiction in which such an offer or solicitation is not authorized or in which the
person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14.
Other Expenses of Issuance and Distribution.
The following is an itemized statement of the
estimated fees and expenses in connection with the issuance and distribution of the securities registered hereby:
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SEC registration fee
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$
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10,583
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Legal fees and expenses
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$
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*
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Accounting fees and expenses
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$
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*
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Printing and mailing expenses
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$
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*
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Miscellaneous
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$
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*
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Total
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$
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*
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*
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These expenses are not presently known and cannot be
estimated. The applicable prospectus supplement will set forth the aggregate amount of expenses payable in respect of any offering
of securities.
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Item 15.
Indemnification of Directors and Officers.
Sections 55-8-50 through
55-8-58 of the North Carolina Business Corporation Act (which we refer to herein as the NCBCA) contain provisions prescribing the
extent to which directors and officers shall or may be indemnified. Section 55-8-51 of the NCBCA permits a corporation, with certain
exceptions, to indemnify a current or former director against liability if (i) he conducted himself in good faith, (ii)
he reasonably believed (x) in the case of conduct in his official capacity with the corporation, that his conduct was in the best
interests of the corporation and (y) in all other cases his conduct was at least not opposed to the corporation’s best interests
and (iii) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. A corporation
may not indemnify a director in connection with a proceeding by or in the right of the corporation in which the director was adjudged
liable to the corporation or in connection with a proceeding charging improper personal benefit to him, whether or not involving
action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by
him. The above standard of conduct is determined by the disinterested members of the board of directors or a committee thereof
or special legal counsel or the shareholders as prescribed in Section 55-8-55.
Sections 55-8-52 and
55-8-56 of the NCBCA require a corporation to indemnify a director or officer in the defense of any proceeding to which he was
a party because of his capacity as a director or officer against reasonable expenses when he is wholly successful, on the merits
or otherwise, in his defense, unless the articles of incorporation provide otherwise. Upon application, the court may order indemnification
of the director or officer if the court determines that he is entitled to mandatory indemnification under Section 55-8-52, in which
case the court shall also order the corporation to pay the reasonable expenses incurred to obtain court-ordered indemnification
or if he is adjudged fairly and reasonably so entitled in view of all relevant circumstances under Section 55-8-54. Section 55-8-56
allows a corporation to indemnify and advance expenses to an officer, employee, or agent who is not a director to the same extent,
consistent with public policy, as a director or as otherwise set forth in the corporation’s articles of incorporation or
bylaws or by resolution of the board of directors or contract.
Section 55-8-57 of
the NCBCA permits a corporation to provide for indemnification of directors, officers, employees, or agents in its articles of
incorporation or bylaws or by contract or resolution, against liability in various proceedings and to purchase and maintain insurance
policies on behalf of these individuals.
Article V of our articles
of incorporation provides that, to the fullest extent permitted by the NCBCA, individuals serving, or who have served, as directors
shall not be personally liable for monetary damages for breach of any duty as a director. In addition, our bylaws provide that
we shall indemnify our directors, officers, employees, or agents to the full extent allowed by applicable law against all liability
and litigation expense, including reasonable attorney’s fees, arising out of such status or activities in such capacity,
except for any liabilities or expenses incurred on account of activities that were, at the time taken, known or believed by the
person to be clearly in conflict with the best interests of the corporation. Covered expenses include attorneys’ fees, judgments,
fines, and amounts paid in settlement which are actually and reasonably incurred in connection with or as a consequence of any
threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, including
appeals. In determining whether a person is entitled to indemnification under the bylaws, a majority vote of the disinterested
members of our board of directors is required; provided, however, that the disinterested directors may direct such determination
to be made by independent legal counsel in written opinion. Pursuant to our bylaws and as authorized by statute, we maintain insurance
on behalf of our directors and officers against liability asserted against such persons in such capacity.
The foregoing is only
a general summary of certain aspects of the NCBCA and our articles of incorporation and bylaws dealing with indemnification of
directors and officers and does not purport to be complete. It is qualified in its entirety by reference to the detailed provisions
of the NCBCA, Article V of our articles of incorporation, and Article VIII of our bylaws.
Federal banking law,
which is applicable to us as a bank holding company and to Select Bank as an insured depository institution, limits our ability
to indemnify their directors and officers. Generally, subject to certain exceptions, neither we nor Select Bank may make, or agree
to make, indemnification payments to, or for the benefit of, an institution-affiliated party such as an officer or director in
connection with any administrative or civil action instituted by a federal banking agency if as a result of the banking agency
action such person is assessed a civil money penalty, is removed from office or prohibited from participating in the conduct of
our affairs, or is subject to a cease and desist order. Prior to the resolution of any action instituted by the applicable banking
agency, we or our subsidiary bank, as applicable, may indemnify officers and directors only if their respective board of directors,
as the case may be, (i) determines that the indemnified person acted in good faith and in a manner such person believed to be in
the best interests of the institution, (ii) determines after investigation that making indemnification payments would not materially
adversely affect our safety and soundness or the safety and soundness of Select Bank, as the case may be, and (iii) if the indemnified
party agrees in writing to reimburse us or Select Bank, as the case may be, for any indemnity payments which turn out to be impermissible.
Item 16. Exhibits.
EXHIBIT INDEX
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Exhibit Number
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Exhibit Description
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1.1*
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Form of Underwriting Agreement for Debt Securities.
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1.2*
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Form of Underwriting Agreement for Preferred Stock or Depositary Shares.
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1.3*
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Form of Underwriting Agreement for Common Stock.
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1.4*
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Form of Underwriting Agreement for Purchase Contracts.
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1.5*
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Form of Underwriting Agreement for Units.
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1.6*
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Form of Standby Underwriting Agreement for Rights.
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2.1
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Agreement and Plan of Merger and Reorganization by and among the Company, Select Bank & Trust Company, Premara Financial, Inc., and Carolina Premier Bank dated as of July 20, 2017 (filed as Exhibit 2.1 to the Company’s Form 8-K filed with the SEC on July 26, 2017), incorporated herein by reference.
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2.2
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Agreement and Plan of Merger and Reorganization by and among the Company (f/k/a New Century Bancorp, Inc.), New Century Bank, Select Bancorp, Inc. and Select Bank & Trust Company dated September 30, 2013 (filed as Exhibit 2.1 to the Company’s Form 8-K filed with the SEC on September 30, 2013), incorporated herein by reference.
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4.1
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Articles of Incorporation of Company (filed as Exhibit 3.1 to the Company’s Form 10-KSB filed with the SEC on March 30, 2004), incorporated herein by reference.
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4.2
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Articles of Amendment of Company (filed as Exhibit 3.1 to the Company’s Form 8-K filed with the SEC on August 26, 2011), incorporated herein by reference.
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4.3
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Articles of Amendment of Company (filed as Exhibit 3.1 to the Company’s Form 8-K filed with the SEC on July 29, 2014), incorporated herein by reference.
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4.4
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Articles of Amendment of Company (contained within plan of merger) (filed as Exhibit 3.2 to the Company’s Form 8-K filed with the SEC on July 29, 2014), incorporated herein by reference.
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4.5
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Bylaws of Company (filed as Exhibit 3.1 to the Company’s Form 8-K filed with the SEC on May 22, 2015), incorporated herein by reference.
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4.6
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Form of Common Stock Certificate (filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-8 (No. 333-199090) filed with the SEC on October 1, 2014), incorporated herein by reference.
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4.7
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Form of Senior Indenture.
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4.8*
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Form of Senior Note.
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4.9
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Form of Subordinated Indenture.
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4.10*
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Form of Subordinated Debt Security.
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4.11*
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Form of Unit Agreement.
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4.12*
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Form of Warrant Agreement.
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4.13*
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Form of Rights Agreement.
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4.14***
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Form of Deposit Agreement.
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4.15*
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Form of Purchase Contract Agreement.
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4.16
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Form of Depositary Receipt (included in Exhibit 4.14).
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* To be filed, if necessary, by amendment or as an exhibit to a
report filed under the Securities Exchange Act of 1934 and incorporated by reference.
**To be filed separately pursuant to Section 305(b)(2) of the Trust
Indenture Act of 1939.
*** Previously filed.
Item 17. Undertakings
(a) The
undersigned Registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price
set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii) To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
Provided, however,
that paragraphs (a)(1)(i), (a)(1)(ii),
and (a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs
is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) Each
prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as
of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing
the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration
statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract
of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the
issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration
statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with
a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5) That,
for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant
pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if
the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant
will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
(ii)
Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to
by the undersigned Registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant
or its securities provided by or on behalf of the undersigned Registrant; and
(iv) Any
other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
(b) The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant
of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(d) The
undersigned Registrant hereby undertakes that:
(1) For
purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed
as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration
statement as of the time it was declared effective; and
(2) For
the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
(e) The
undersigned Registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to
act under subsection (a) of section 310 of the Trust Indenture Act (“Act”) in accordance with the rules
and regulations prescribed by the Commission under section 305(b)(2) of the Act.
(f) If
applicable, the undersigned Registrant hereby undertakes to supplement the prospectus, after the expiration of the subscription
period, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription period,
the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof.
If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus,
a post-effective amendment will be filed to set forth the terms of such offering.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form S-3 and has duly caused this Pre-Effective Amendment No. 1 to this Registration Statement on Form S-3 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Dunn, State of North Carolina, on July 11, 2018.
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SELECT BANCORP, INC.
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By:
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/s/ William L. Hedgepeth II
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William L. Hedgepeth II
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President and Chief Executive Officer
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(Principal Executive Officer)
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Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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/s/ William L. Hedgepeth II
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July 11, 2018
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William L. Hedgepeth II, President,
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Chief Executive Officer and Director
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(Principal Executive Officer)
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/s/ Mark A. Jeffries
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July 11, 2018
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Mark A. Jeffries, Executive Vice President and
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Chief Financial Officer
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(Principal Financial Officer and Principal Accounting Officer)
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*
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July 11, 2018
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J. Gary Ciccone, Director
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*
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July 11, 2018
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Charles R. Davis, Director
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*
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July 11, 2018
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James H. Glen, Jr., Director
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*
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July 11, 2018
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Oscar N. Harris, Director
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*
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July 11, 2018
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Alicia S. Hawk, Director
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*
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July 11, 2018
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Gerald W. Hayes, Jr., Director
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*
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July 11, 2018
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Ronald V. Jackson, Director
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*
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July 11, 2018
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John W. McCauley, Director
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*
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July 11, 2018
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Carlie C. McLamb, Jr., Director
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*
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July 11, 2018
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V. Parker Overton, Director
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*
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July 11, 2018
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Anthony E. Rand, Director
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*
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July 11, 2018
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Sharon L. Raynor, Director
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*
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July 11, 2018
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K. Clark Stallings, Director
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*
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July 11, 2018
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W. Lyndo Tippett, Director
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*
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July 11, 2018
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Seth M. Wilfong, Director
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*By:
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/s/ William L. Hedgepeth II
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William L. Hedgepeth II
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Attorney-in-Fact
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