UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________________
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-105765
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
________________
CAROLINA BANK HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| North Carolina | 56-2215437 |
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification Number) |
101 North Spring Street
Greensboro, North Carolina 27401
(Address of Principal Executive Offices and Zip Code)
Carolina Bank Holdings, Inc. 1997 Incentive Stock Option Plan
(Full title of the plan)
Richard H. Moore
First Bancorp
Chief Executive Officer
300 SW Broad Street
Southern Pines, North Carolina 28387
(910) 246-2500
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)
________________________________
Copies of all communications, including communications sent to the Agent for Service, requested to:
B.T. Atkinson, Esq.
Nelson Mullins Riley & Scarborough LLP
Bank of America Corporate Center
42nd Floor
100 North Tryon Street
Charlotte, NC 28202
Telephone: (704) 417-3039
________________________________
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ý | |
| Non-accelerated filer | ¨(Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |
EXPLANATORY NOTE
This Post-Effective Amendment relates to the Registration Statement on Form S-8 of Carolina Bank Holdings, Inc. (“CLBH”), a North Carolina corporation and the holding company for Carolina Bank, filed with the Securities and Exchange Commission (the “SEC”) on June 2, 2003 (Registration No. 333-105765) (the “Registration Statement”), registering 100,000 shares of common stock, par value $1.00 per share, under the Carolina Bank Holdings, Inc. 1997 Incentive Stock Option Plan.
On June 21, 2016, CLBH entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with First Bancorp (“First Bancorp”), a North Carolina corporation and the holding company for First Bank. Effective as of March 3, 2017, CLBH merged with and into First Bancorp, with First Bancorp as the surviving corporation, and Carolina Bank, a North Carolina state-chartered bank, also merged with and into First Bank, a North Carolina state-chartered bank, with First Bank surviving the merger and continuing its corporate existence.
In connection with the merger, CLBH has terminated all offerings of its common stock pursuant to the Registration Statement. In accordance with an undertaking made by CLBH in the Registration Statement to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offering, CLBH hereby removes from registration any and all shares of common stock originally reserved under the Carolina Bank Holdings, Inc. 1997 Incentive Stock Option Plan which are unsold as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Southern Pines, State of North Carolina, as of this 7th day of March, 2017.
| FIRST BANCORP, | |
| Successor by Merger to Carolina Bank Holdings, Inc. | |
| By: /s/ Richard H. Moore | |
| Richard H. Moore | |
| Chief Executive Officer |
Note: No other person is required to sign this Post-Effective Amendment to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.
