UNITED STATES
SECURITIESAND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANTTO SECTION 13OR 15(d)OFTHE
SECURITIES EXCHANGE ACTOF 1934
Date of Report (Date of earliest event reported): January 12, 2009
ECB BANCORP, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| North Carolina | | 000-24753 | | 56-2090738 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
Post Office Box 337 Engelhard, North Carolina | | 27824 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (252) 925-9411
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Effective on January 12, 2009, we amended our Articles of Incorporation. The amendment was approved by our shareholders at a special meeting of shareholders held on December 23, 2008, and was described in our definitive proxy statement dated November 21, 2008, that we filed with the Securities and Exchange Commission in connection with that meeting.
The amendment created a new class of our authorized capital stock consisting of 2,000,000 shares of preferred stock and authorizes our Board of Directors to issue shares of that stock from time to time, to create series thereof, and to determine the designations, terms, relative rights, preferences and limitations of those shares, or of shares within each series, at the time of issuance, all by its resolution, and without further approval of shareholders.
A copy of the amendment is attached as an exhibit to this report.
| Item 9.01. | Financial Statements and Exhibits. |
The following exhibit is being furnished with this report.
| | |
Exhibit No. | | Exhibit Description |
| 3.01 | | Amendment to our Articles of Incorporation effective on January 12, 2009 |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | | |
| | ECB BANCORP, INC. |
| | (Registrant) |
| | |
| Date: January 16, 2009 | | By: | | /S/ Gary M. Adams |
| | | | Gary M. Adams |
| | | | Chief Financial Officer |
EXHIBIT INDEX
| | |
Exhibit No. | | Exhibit Description |
| 3.01 | | Amendment to our Articles of Incorporation effective on January 12, 2009 |
