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): June 12, 2009
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:
[ ] 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On June 12, 2009, Four Oaks Fincorp, Inc. (the "Company") sold $1.3 million
aggregate principal amount of subordinated promissory notes due June 12, 2019
(the "Notes") to certain accredited investors in a subsequent closing to the
offering commenced on May 15, 2009. The Company may elect to sell additional
subordinated promissory notes upon the same terms and conditions in one or more
subsequent closings on or prior to August 13, 2009, provided that the aggregate
principal amount of all subordinated promissory notes issued in all closings
does not exceed $12 million. To date, the Company has sold $7.05 million
aggregate principal amount of subordinated promissory notes.
The Company is obligated to pay interest on the Notes at an annualized rate of
8.5% payable in quarterly installments commencing on the third month anniversary
of the date of issuance of the Notes. The Company may prepay the Notes at any
time after June 12, 2014 subject to compliance with applicable law.
All other terms of the Notes are as described under Item 2.03 of the Company's
Current Report on Form 8-K filed with the Securities and Exchange Commission on
May 21, 2009, which description is incorporated herein by reference.
The Notes have not been registered under the Securities Act of 1933, as amended
(the "Securities Act"), or the securities laws of any other jurisdiction and may
not be offered or sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act and
applicable securities laws of other jurisdictions.
Proceeds from the sale and issuance of the Notes will be used to provide
additional equity capital to the Company's banking subsidiary, Four Oaks Bank &
Trust Company.
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/ Nancy S. Wise
---------------------------
Nancy S. Wise
Executive Vice President,
Chief Financial Officer
Date: June 22, 2009