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): November 25, 2008
MIDCAROLINA FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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| North Carolina | | 000-49848 | | 55-6144577 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
3101 South Church Street Burlington, North Carolina | | 27216 |
| |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (336) 538-1600
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 February 4, 2009, we announced our results of operations for the three and twelve months ended December 31, 2008. A copy of our press release is being furnished as Exhibit 99.1 to this Report.
| Item 5.02. | Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 25, 2008, our Board of Directors appointed George C. Waldrep, Jr., as a member of our Board of Directors and the Board of our subsidiary, MidCarolina Bank (the “Bank”). In addition, Mr. Waldrep was appointed to serve as a member of the Loan Committee of the Bank’s Boards of Directors.
Mr. Waldrep is retired. He previously served as Executive Vice President of Burlington Industries. He will be compensated for his service in accordance with our and the Bank’s standard fee schedule in effect from time to time. For their services, outside directors, other than the Chairman and Vice Chairman, currently receive $400 for each Board of Directors meeting, $400 for each Executive Committee meeting, and $300 for each meeting of any other committee on which they serve.
In conjunction with his appointment as a director, on November 25, 2008, our Compensation Committee approved the grant of an award to Mr. Waldrep under our 2008 Director Stock Option Plan as described in the following table:
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Type of Award | | Number
of Shares | | Option
Exercise Price | | Expiration Date | | Other Terms |
Director Stock Option | | 2,500 | | $ | 9.00 | | 11/25/18 | | Becomes exercisable as to 20% of the covered shares annually, beginning November 25, 2009 |
| Item 9.01. | Financial Statements and Exhibits. |
| (c) | Exhibits. The following exhibit is furnished with this Report: |
| | |
Exhibit No. | | Exhibit Description |
99.1 | | Copy of our press release dated February 4, 2009 |
Disclaimer Regarding “Forward Looking Statements”
Statements in this Report and its exhibits relating to plans, strategies, economic performance and trends, projections of results of specific activities or investments, expectations or beliefs about future events or results, and other statements that are not descriptions of historical facts, may be forward-looking statements as defined in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking information is inherently subject to risks and uncertainties, and actual results could differ materially from those currently anticipated due to a number of factors which include, but are not limited to, factors discussed in our Annual Report on Form 10-K and in other documents we file with the Securities and Exchange Commission from time to time. Copies of those reports are available directly through
the SEC’s Internet website atwww.sec.gov or through our Internet website atwww.midcarolinabank.com. Forward-looking statements may be identified by terms such as “may,” “will,” “should,” “could,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “forecasts,” “potential” or “continue,” or similar terms or the negative of these terms, or other statements concerning opinions or judgments of our management about future events. Factors that could influence the accuracy of forward-looking statements include, but are not limited to, pressures on financial institutions resulting from current and future conditions in the credit and capital markets, the financial success or changing strategies of our customers, actions of government regulators, the level of market interest rates, and changes in general economic conditions and real estate values in our banking market (particularly changes that affect our loan portfolio, the abilities of our borrowers to repay their loans, and the values of loan collateral). Although we believe that the expectations reflected in the forward-looking statements are reasonable, they represent our management’s judgments only as of the date they are made, and we cannot guarantee future results, levels of activity, performance or achievements. As a result, readers are cautioned not to place undue reliance on these forward-looking statements. All forward-looking statements attributable to us are expressly qualified in their entirety by the cautionary statements in this paragraph. We have no obligation, and do not intend, to update these forward-looking statements.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, we have duly caused this Report to be signed on our behalf by the undersigned thereunto duly authorized.
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| | | MIDCAROLINA FINANCIAL CORPORATION |
| | | (Registrant) |
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| Date: February 5, 2009 | | By: | | /s/ Christopher B. Redcay |
| | | | Christopher B. Redcay |
| | | | Chief Financial Officer |
