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 13, 2005
CAROLINA BANK HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
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| North Carolina | | 000-31877 | | 56-2215437 |
(State or other jurisdiction of incorporation) | | (Commission File No.) | | (IRS Employer Identification number) |
2604 LAWNDALE DRIVE, GREENSBORO, NORTH CAROLINA 27408
(Address of principal executive offices)
Registrant’s telephone number, including area code (336) 288-1898
Not Applicable
(Former address of principal executive offices)
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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On October 13, 2005, Carolina Bank Holdings, Inc. (the “Registrant”) announced financial results for the third quarter ended September 30, 2005. For the third quarter, the Registrant reported net income of $548,000 and diluted earnings-per-share of $0.24. A copy of the press release (the “Press Release”) announcing the Registrant’s results for the third quarter ended September 30, 2005 including a table of selected financial information is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
ITEM 8.01 OTHER EVENTS
The Registrant previously announced its intention to open a full-service branch office in High Point, North Carolina, to be located in the Deep River Shopping Center on Wendover Avenue. The Registrant currently anticipates that this office will be ready for business late in the fourth quarter of 2006.
The Registrant also announced the opening of a loan production office in Burlington, North Carolina under the leadership of Keith Strickland, who will serve as the Registrant’s Market Executive for the Burlington market area. The Registrant currently anticipates that it will convert this loan production office to a full service office during 2006.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
The following exhibits are filed herewith:
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EXHIBIT NO.
| | DESCRIPTION OF EXHIBIT
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| 99.1 | | Press Release dated October 13, 2005 with respect to the Registrant’s financial results for the third quarter ended September 30, 2005 |
This Current Report on Form 8-K (including information included or incorporated by reference herein) may contain, among other things, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, (i) statements regarding certain of the Registrant’s goals and expectations with respect to earnings, income per share, revenue, expenses and the growth rate in such items, as well as other measures of economic performance, including statements relating to estimates of credit quality trends, and (ii) statements preceded by, followed by or that include the words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “projects,” “outlook” or similar expressions. These statements are based upon the current belief and expectations of the Registrant’s management and are subject to significant risks and uncertainties that are subject to change based on various factors (many of which are beyond the Registrant’s control).
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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.
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| CAROLINA BANK HOLDINGS, INC. |
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| By: | | /s/ Robert T. Braswell
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| | | Robert T. Braswell |
| | | President and Chief Executive Officer |
Dated: October 14, 2005
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EXHIBIT INDEX
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Exhibit Number
| | Description of Exhibit
|
| 99.1 | | Press Release |
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