UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT No. 1
TO
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2009
Commission File Number: 000-50128
BNC BANCORP
(Exact name of registrant as specified in its charter)
| North Carolina | 47-0898685 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
1226 Eastchester Drive High Point, North Carolina | 27265 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(336) 476-9200
(Registrant’s telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act: Common stock, no par value
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated file, or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).
| Large Accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-Accelerated filer | ¨ | Smaller Reporting Company | x | |||
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
$47,896,000
(Aggregate value of voting and non-voting common equity held by non-affiliates of the registrant based
on the price at which the registrant’s common stock, no par value per share was sold on June 30, 2009)
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date. 7,341,901 shares of common stock, no par value, as of March 25, 2010.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to stockholders of BNC Bancorp for the year ended December 31, 2009 (“2009 Annual Report”), are incorporated by reference into Part III.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A amends the original Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (the “2009 Form 10-K”) of BNC Bancorp (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2010. The Company is filing this amendment solely to correct inadvertent errors on the Signature Page. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment. Except for the Signature Page, no other revisions are being made in the Company’s 2009 Form 10-K.
This Form 10-K/A does not reflect events occurring after the filing of the Company’s 2009 Form 10-K on March 30, 2010, and no attempt has been made in the Form 10-K/A to modify or update other disclosures as presented in the 2009 Form 10-K. Accordingly, this Form 10-K/A should be read in conjunction with the Company’s filings with the SEC subsequent to the filing of the 2009 Form 10-K.
2
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BNC BANCORP | ||||||
| By: | /s/ W. Swope Montgomery, Jr. | |||||
| W. Swope Montgomery, Jr. | ||||||
| Date: March 31, 2010 | President and Chief Executive Officer | |||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Bank and in the capacities and on the dates indicated:
Signature | Title | Date | ||
/s/ W. Swope Montgomery, Jr. | President, Chief Executive Officer and Director | March 31, 2010 | ||
| W. Swope Montgomery, Jr. | ||||
/s/ David B. Spencer David B. Spencer | Executive Vice President, and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | March 31, 2010 | ||
/s/ Richard D. Callicutt II Richard D. Callicutt II | Executive Vice President, Chief Operating Officer, and Director | March 31, 2010 | ||
/s/ Lenin J. Peters, M.D. | Director | March 31, 2010 | ||
| Lenin J. Peters, M.D. | ||||
/s/ Thomas R. Smith, CPA | Director | March 31, 2010 | ||
| Thomas R. Smith, CPA | ||||
/s/ Larry L. Callahan | Director | March 31, 2010 | ||
| Larry L. Callahan | ||||
/s/ Joseph M. Coltrane, Jr. | Director | March 31, 2010 | ||
| Joseph M. Coltrane, Jr. | ||||
/s/ Charles T. Hagan III | Director | March 31, 2010 | ||
| Charles T. Hagan III | ||||
/s/ Randall R. Kaplan | Director | March 31, 2010 | ||
| Randall R. Kaplan | ||||
/s/ Thomas R. Sloan | Director | March 31, 2010 | ||
| Thomas R. Sloan | ||||
/s/ Robert A. Team, Jr. | Director | March 31, 2010 | ||
| Robert A. Team, Jr. | ||||
/s/ D. Vann Williford | Director | March 31, 2010 | ||
| D. Vann Williford | ||||
/s/ Richard F. Wood | Director | March 31, 2010 | ||
| Richard F. Wood | ||||
3
