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): April 21, 2005
CAPITAL BANK CORPORATION
(Exact name of registrant as specified in its charter)
North Carolina (State or other jurisdiction of incorporation) | 000-30062 (Commission File No.) | 56-2101930 (I.R.S. Employer Identification Number) |
4901 Glenwood Ave.
Raleigh, North Carolina 27612
(Address of principal executive offices)
(919) 645-6400
(Registrant’s telephone number, including area code)
N/A
(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:
¨ 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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Our Board of Directors (the “Board”) approved at its April 21, 2005 meeting further amendments to the Capital Bank Corporation Deferred Compensation Plan for Outside Directors (“Directors’ Plan”), which amendments are subject to shareholder approval at our 2005 Annual Meeting of Shareholders. The amendments modify (in response to guidance provided in Internal Revenue Service Notice 2005-1) the thresholds for the acceleration of benefits under the Directors’ Plan in the event of a “Change of Control.” Under the amended definition, a “Change of Control” will occur if, among other things: (i) all or greater than sixty percent (60%) of the Company’s assets are sold or (ii) shareholders who own the voting power (as defined in the Directors’ Plan) before a reorganization, share exchange, merger or consolidation, hold forty percent (40%) or less of the voting power after such transaction.
Information set forth above contains various forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which statements represent the Company’s judgment concerning the future and are subject to risks and uncertainties that could cause the Company’s actual operating results to differ materially. Such forward-looking statements can be identified by the use of forward-looking terminology, such as “may”, “will”, “expect”, “anticipate”, “estimate”, “believe”, or “continue”, or the negative thereof or other variations thereof or comparable terminology. The Company cautions that such forward-looking statements are further qualified by important factors that could cause the Company’s actual operating results to differ materially from those in the forward-looking statements, as well as the factors set forth in the Company’s periodic reports and other filings with the SEC.
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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.
Date: April 26, 2005
CAPITAL BANK CORPORATION By: /s/ Richard W. Edwards Richard W. Edwards Chief Financial Officer |
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