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) December 11, 2001 BOC FINANCIAL CORP. ------------------------------------------------------------------------------ (Exact name of Registrant as specified in its charter) North Carolina 000-24245 56-6511744 ------------------------------------------------------------------------------ (State or other jurisdiction (Commission File No.) (IRS Employer of incorporation) Identification number) 107 South Central Avenue, Landis, North Carolina 28088 ------------------------------------------------------------------------------ (Address of principal executive offices) Registrant's telephone number, including area code (704) 857-7277 Not Applicable ------------------------------------------------------------------------------ (Former address of principal executive offices) Item 5 Other Events. - --------------------- On December 11,2001, the shareholders of the Registrant approved the Agreement and Plan of Reorganization and Merger by and between the Registrant, its wholly-owned subsidiary, Bank of the Carolinas, and Bank of Davie, Mocksville, North Carolina dated July 20, 2001. The Registrant and Bank of Davie have received all required federal and state regulatory approvals and anticipate that the merger will take effect at the close of business on December 31, 2001. On December 11, 2001 shareholders of Bank of Davie similarly approved the merger. 2 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. BOC FINANCIAL CORP. By: /s/ Stephen R. Talbert ---------------------- Stephen R. Talbert, Chief Executive Officer Dated: December 20, 2001 3 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION OF EXHIBIT - -------------- ---------------------- 99.1 Letter to Shareholders 4