Current Report Filing (8-k)
October 27 2017 - 3:46PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
October 26, 2017
FIRST
SOUTH BANCORP, INC.
(Exact Name of Registrant as Specified in
Its Charter)
VIRGINIA
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0-22219
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56-1999749
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(State or other jurisdiction of
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(Commission
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(IRS Employer
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incorporation)
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File Number)
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Identification No.)
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1311 Carolina
Avenue, Washington, North Carolina
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27889
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(Address of principal executive offices)
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(Zip Code)
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(252) 946-4178
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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¨
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
¨
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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A Special Meeting of Stockholders (“Special
Meeting”) of First South Bancorp, Inc. (“Company”) was held on Thursday, October 26, 2017 at 11:00 a.m. eastern
time, at the First South Bank Operations Center located at 220 Creekside Drive, Washington, North Carolina.
The stockholders eligible to vote at the
Special Meeting were those of record as of August 25, 2017. A certified list of stockholders eligible to vote at the Special Meeting
indicated 9,503,691 votes were entitled to be cast at the Special Meeting, of which 3,167,897 votes represented a quorum. A total
of 7,317,674 votes, representing 77.0% of the votes eligible to be cast, were present in person or by proxy at the Special Meeting,
constituting a quorum.
The purpose of the Special Meeting was
for considering and acting upon the following three matters: to approve the Agreement and Plan of Merger and Reorganization by
and between the Company and Carolina Financial Corporation (“Carolina Financial”), under which the Company will merge
with and into Carolina Financial (requires more than two-thirds of total eligible votes for approval); to cast a non-binding advisory
vote to approve compensation that may be paid or become payable to the Company’s named executive officers that is based on
or otherwise related to the merger agreement (requires a majority of votes cast for approval); and to vote on a proposal to approve
the adjournment or postponement of the Special Meeting to a later date or dates, if necessary or appropriate to solicit additional
proxies in the event there are not sufficient votes at the time of the Special Meeting to approve the merger agreement (requires
a majority of votes cast for approval).
The following are the results of the voting
for each the three matters presented:
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1.
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To approve the Agreement and Plan of Merger and Reorganization:
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For
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Against
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Abstain
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Number of votes cast
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7,196,071
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85,319
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36,284
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2.
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To cast a non-binding advisory vote on compensation that may be paid to named executive officers:
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For
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Against
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Abstain
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Number of votes cast
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5,496,116
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1,346,069
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475,489
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3.
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To approve the adjournment or postponement of the Special Meeting to a later date, if necessary:
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For
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Against
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Abstain
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Number of votes cast
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6,879,689
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183,967
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254,018
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On October 27, 2017, the Company and Carolina
Financial issued a joint press release to announce (1) that the stockholders of both the Company and Carolina Financial have approved
the merger agreement, (2) that the Company and Carolina Financial have received all required regulatory approvals in connection
with the merger, (3) that the merger is expected to close on November 1, 2017, and (4) that the Company and Carolina Financial
have determined the final exchange ratio in accordance with the terms of the merger agreement. First South stockholders will receive
0.5064 newly issued shares of Carolina Financial common stock for each share of First South common stock held immediately prior
to the effective time of the merger.
A copy of the joint press release is filed
as Exhibit 99.1 to this Form 8-K and is incorporated by reference herein.
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Item 9.01.
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Financial Statements and Exhibits.
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Forward-Looking Statements
Certain statements in this Form 8-K contain
“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements
relating to future plans and expectations, and are thus prospective. Such forward-looking statements include, but are not limited
to, statements with respect to plans, objectives, expectations and intentions and other statements that are not historical facts,
and other statements identified by words such as “believes,” “expects,” “anticipates,” “estimates,”
“intends,” “plans,” “targets,” and “projects,” as well as similar expressions.
Such statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from
future results expressed or implied by such forward-looking statements. Although the parties making such statements believe that
the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove to be inaccurate.
Therefore, the Company provides no assurance that the results contemplated in the forward-looking statements will be realized.
The inclusion of this forward-looking information should not be construed as a representation by the Company or any other person
that the future events, plans, or expectations contemplated will be achieved.
Additional Information About the Merger
and Where to Find It
The Company and Carolina Financial have
filed relevant documents concerning the merger with the Securities and Exchange Commission (the “SEC”), including a
Registration Statement on Form S-4, which includes a joint proxy statement of the Company and Carolina Financial and a prospectus
of Carolina Financial, as well as other relevant documents concerning the proposed transaction. This communication shall not constitute
an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction
in which such off, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such
jurisdiction.
STOCKHOLDERS OF THE COMPANY AND CAROLINA
FINANCIAL ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS WHEN
THEY ARE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS WHEN THEY BECOME AVAILABLE, AS THEY WILL
CONTAIN IMPORTANT INFORMATION.
Stockholders of the Company and Carolina
Financial may obtain a free copy of the joint proxy statement/prospectus, as well as other filings containing information about
the Company and Carolina Financial, at the SEC’s internet site (http://www.sec.gov). Copies of the joint proxy statement/prospectus
and the filings with the SEC that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained,
without charge, by directing a request to: First South Bancorp, Inc., 1311 Carolina Avenue, Washington, NC 27889, Attention: Scott
C. McLean, Executive Vice President and Chief Financial Officer or Carolina Financial Corporation, 288 Meeting Street, Charleston,
South Carolina 29401, Attention: William A. Gehman, III, Executive Vice President and Chief Financial Officer.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized
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First South Bancorp, Inc.
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(Registrant)
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Date: October 27, 2017
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By:
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/s/ Scott C. McLean
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Scott C. McLean
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Executive Vice President
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Chief Financial Officer
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