UNITED STATES 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): February 22, 2005 FOUR OAKS FINCORP, INC. (Exact name of registrant as specified in its charter) North Carolina 000-22787 56-2028446 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification Number) 6114 U.S. 301 South Four Oaks, North Carolina 27524 (Address of principal executive offices) (Zip Code) (919) 963-2177 Registrant's telephone number, including area code N/A (Former name or former address, if changed since last report) 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 1.01 Entry into a Material Definitive Agreement From time to time, Four Oaks Fincorp, Inc. (OTCBB:FOFN) (the "Company") makes stock option awards to officers and directors of the Company and its subsidiaries pursuant to its Nonqualified Stock Option Plan (the "Plan"). The Company filed a copy of the Plan on August 16, 2004 with the Securities and Exchange Commission as Exhibit Number 10.2 to its quarterly report on Form 10-QSB for the quarterly period ended June 30, 2004. The Company is filing as exhibits 10.1 and 10.2, respectively, to this Form 8-K the form of stock option agreement to be used under the Plan for grants of non-qualified stock options to non-employee directors and the form of stock option agreement to be used under the Plan for grants of non-qualified stock options to employees. On February 22, 2005, the Company granted non-qualified stock options under the Plan to directors and executive officers pursuant to the forms of agreement attached hereto as exhibits 10.1 and 10.2, respectively. The options expire on February 22, 2009, the exercise price of each option is $22.75 per share and each option vests and becomes exercisable in full on February 22, 2006. The specific grants are as follows: Grants Pursuant to the Stock Option Agreement for Employees # of Shares of Common Stock Name Underlying Option - ---- ----------------- Ayden R. Lee 4,000 Clifton L. Painter 2,075 Nancy S. Wise 1,975 W. Leon Hiatt, III 1,975 Jeffrey Pope 1,975 Grants Pursuant to the Stock Option Agreement for Non-Employee Directors # of Shares of Common Stock Name Underlying Option - ---- ----------------- M.S. Canaday 300 William J. Edwards 300 Warren L. Grimes 300 William Ashley Turner 300 Dr. R. Max Raynor 300 Paula Canaday Bowman 300 Percy Y. Lee 300 Item 9.01 Financial Statements and Exhibits (c) Exhibits. Exhibit No. Description ----------- ----------- 10.1 Form of Stock Option Agreement for Non-Employee Directors 10.2 Form of Stock Option Agreement for Employees SIGNATURE 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. FOUR OAKS FINCORP, INC. By: /s/ Ayden R. Lee, Jr. ------------------------------------- Ayden R. Lee, Jr. President and Chief Executive Officer Date: February __, 2005 EXHIBIT INDEX ------------- Exhibit No. Description ----------- ----------- 10.1 Form of Stock Option Agreement for Non-Employee Directors 10.2 Form of Stock Option Agreement for Employees