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, 2008
FOUR OAKS FINCORP, INC.
(Exact name of registrant as specified in its charter)
North Carolina 000-22787 56-2028446
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation) 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:
[x] 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))
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Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(e)
On February 22, 2007, the Compensation Committee (the "Committee") of the Board
of Directors of Four Oaks Fincorp, Inc. (the "Company") approved the Company's
2008 Bonus Plan (the "Plan"). The Plan is designed to align the interests of the
Company's named executive officers with the interests of its stockholders by
linking bonus amounts directly to Company performance. Named executive officers
are eligible to receive cash bonuses under the Plan based on the Company's (i)
fee income, (ii) average loan balances, (iii) average deposit balances, (iv) net
interest spread and (v) net income.
Targets for these five areas have been set for fiscal 2008, and the Company's
named executive officers will be eligible for bonuses based on four tier target
levels set by the Committee.
Actual bonus payments, if any, will therefore vary depending on the Company's
actual fee income, average loan balance, average deposit balance, net interest
spread and net income at the end of fiscal 2008. In addition, the Committee has
the discretion to award cash bonuses or otherwise increase, reduce or eliminate
cash bonuses that would otherwise be payable under the Plan in its sole
discretion.
On February 22, 2008, the Committee also approved an amended and restated
severance agreement for W. Leon Hiatt, III, Executive Vice President and Chief
Administrative Officer. Mr. Hiatt's previous severance arrangement provided that
in the event a change in control (as defined in the agreement) occurs and the
Mr. Hiatt's employment is "terminated" (as defined in the agreement), he would
be entitled to receive a cash severance payment equal to one and one half (1.5)
years' salary based upon his then most recent annual compensation and the amount
of his most recent annual bonus at the time of termination. In addition, he was
be entitled to all life insurance, health, accidental death and dismemberment,
and disability plans or programs in which he is entitled to participate
immediately prior to termination for one and one half (1.5) years. In order to
bring Mr. Hiatt's severance agreement in line with the severance agreements that
the Company has with its other named executive officers, the Committee amended
Mr. Hiatt's severance agreement to provide that Mr. Hiatt's severance payments
under the agreement would be for two (2) years. A copy of Mr. Hiatt's amended
and restated severance agreement is attached as Exhibit 10.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
THIS CURRENT REPORT ON FORM 8-K IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN
OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SECURITIES. As
previously announced, the Corporation, its wholly-owned subsidiary, Four Oaks
Bank & Trust Company (the "Bank") and LongLeaf Community Bank ("LongLeaf")
entered into a definitive merger agreement on December 10, 2007 (the
"Agreement"), pursuant to which LongLeaf will merge with and into the Bank. The
proposed transaction will be submitted to LongLeaf's shareholders for their
consideration. The parties to the Agreement will file a registration statement,
a proxy statement/prospectus, and other relevant documents concerning the
proposed transaction with the Securities and Exchange Commission (the "SEC") and
the Federal Deposit Insurance Corporation (the "FDIC"). SHAREHOLDERS OF LONGLEAF
ARE NOT BEING ASKED TO TAKE ANY ACTION AT THIS TIME BUT ARE URGED TO READ THE
REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES
AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC AND FDIC, AS WELL
AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. You will be able to obtain a free copy of the proxy
statement/prospectus, as well as other filings containing information about the
parties to the Agreement, at the SEC's Website (http://www.sec.gov). Information
about Longleaf is available in the public filings it makes with the FDIC, which
are available for inspection at the offices of the FDIC's Accounting and
Securities Disclosure Section located at Room F-6043, 550 17th Street, N.W.,
Washington, DC 20429. One may also obtain copies of Longleaf's reports by
calling the FDIC's Accounting and Securities Disclosure Section at (202)
898-8913, by facsimile at (202) 898-8505, or by email at mfields@fdic.gov.
Copies of the proxy statement/prospectus and the SEC filings that will be
incorporated by reference in the proxy statement/prospectus can be obtained,
without charge, by directing a request to Nancy Wise, Four Oaks Fincorp, Inc.,
6114 U.S. 301 South, Four Oaks, North Carolina 27524, (919) 963-2177. In
addition, copies of the proxy statement/prospectus can be obtained, without
charge, by directing a request to Sandy Hunsucker, LongLeaf Community Bank, P.O.
Box 1208, Rockingham, North Carolina, 28380, (910) 895-1208.
Each of the parties to the Agreement and each of their respective directors and
executive officers may be deemed to be participants in the solicitation of
proxies from the shareholders of LongLeaf in connection with the Merger.
Information about the directors and executive officers of the Corporation and
their ownership of the Corporation's common stock is set forth in the proxy
statement, dated April 2, 2007, for the Corporation's 2007 annual meeting of
shareholders held on April 23, 2007, as filed with the SEC on a Schedule 14A.
Information about the directors and executive officers of LongLeaf and their
ownership of LongLeaf common stock is set forth in the proxy statement, dated
April 12, 2007, for LongLeaf's 2007 annual meeting of shareholders held on May
10, 2007. Additional information regarding the interests of LongLeaf's directors
and officers may be obtained by reading the proxy statement/prospectus regarding
the proposed transaction, a definitive version of which was filed with the SEC
on February 22, 2008 and the FDIC on February 25, 2008.
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Item 8.01 Other Events.
The information set forth in Item 5.02 above is hereby incorporated by
reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
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10.1 Amended and Restated Severance Agreement between the Company and
W. Leon Hiatt, III, dated February 22, 2008
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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.
Chairman, President, and
Chief Executive Officer
Date: February 26, 2008
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EXHIBIT INDEX
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Exhibit No. Description
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10.1 Amended and Restated Severance Agreement between the Company and
W. Leon Hiatt, III, dated February 22, 2008