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 27, 2006
NEW CENTURY BANCORP, INC.
(Exact name of Registrant as specified in its charter)
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| North Carolina | | 000-50400 | | 20-0218264 |
(State or other jurisdiction of incorporation) | | (Commission File No.) | | (IRS Employer Identification No.) |
700 W. Cumberland Street, Dunn, North Carolina 28334
(Address of principal executive offices)
Registrant’s telephone number, including area code (910) 892-7080
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 8.01 OTHER EVENTS
On April 27, 2006, New Century Bank South, a wholly owned subsidiary of New Century Bancorp, Inc. (the “Registrant”), announced that the shareholders of Progressive State Bank voted to approve the merger with and into New Century Bank South at Progressive State Bank’s 2006 Annual Meeting of Shareholders. A copy of the press release (“Press Release”) announcing the vote to approve the merger by the shareholders of Progressive State Bank is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Earlier this year, February 2, 2006, the Registrant and New Century Bank South entered into an Agreement and Plan of Merger with Progressive State Bank, whereby each outstanding share of the common stock of Progressive State Bank will be exchanged for $21.30 in cash. Consummation of the merger is subject to regulatory approval and other customary conditions to closing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The following exhibits are filed herewith:
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| EXHIBIT NO. | | DESCRIPTION OF EXHIBIT |
| 99.1 | | Press Release dated April 27, 2006 announcing approval of the merger of Progressive State Bank with and into New Century Bank South by the shareholders of Progressive State Bank |
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 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 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 Registrant’s control).
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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NEW CENTURY BANCORP, INC. |
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| By: | | /s/ John Q. Shaw, Jr. |
| | John Q. Shaw, Jr. |
| | President and CEO |
Dated: April 28, 2006
EXHIBIT INDEX
| | |
Exhibit
Number | | Description of Exhibit |
| 99.1 | | Press Release |
