As filed with the Securities and Exchange Commission on September 29, 2009
Registration Nos. 333-30677 and 333-69792
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FOUR OAKS FINCORP, INC.
(Exact name of registrant as specified in its charter)
North Carolina 56-2028446
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6114 U.S. 301 South 27524
Four Oaks, North Carolina (Zip Code)
(Address of Principal Executive Offices)
NON-QUALIFIED STOCK OPTION PLAN
(AMENDED AND RESTATED MAY 17, 2001)
EMPLOYEE STOCK PURCHASE AND BONUS PLAN
(AMENDED AND RESTATED AUGUST 20, 2001)
(Full title of the plans)
Ayden R. Lee, Jr.
Chairman, President and Chief Executive Officer
Four Oaks Fincorp, Inc.
6114 U.S. 301 South
Four Oaks, North Carolina 27524
(Name and address of agent for service)
(919) 963-2177
(Telephone number, including area code, of agent for service)
Copy to:
Margaret N. Rosenfeld, Esq.
Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.
2500 Wachovia Capitol Center
Raleigh, North Carolina 27601
(919) 821-1220
Indicate by checkmark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer |_| Accelerated filer |X|
Non-accelerated filer |_| Smaller reporting company |X|
(Do not check if a smaller reporting company)
EXPLANATORY NOTE TO
POST-EFFECTIVE AMENDMENT NO. 1
On each of November 10, 2003, October 29, 2004, November 25, 2005 and
November 10, 2006, Four Oaks Fincorp, Inc. (the "Company") effected a
five-for-four stock split of the Company's common stock, $1.00 par value per
share (the "Common Stock"), in the form of a 25% stock dividend (collectively,
the "Stock Splits"). On November 9, 2007, the Company effected a 10% stock
dividend (together with the Stock Splits, the "Stock Distributions"). Pursuant
to Rule 416(b) promulgated under the Securities Act of 1933, as amended (the
"Securities Act"), the Company hereby amends its Registration Statements on Form
S-8 (Nos. 333-30677 and 333-69792) (the "Registration Statements") to reflect
that, as a result of the Stock Distributions, the number of shares registered
for issuance under the Non-Qualified Stock Option Plan (Amended and Restated May
17, 2001) (the "NSOP") increased from 500,000 to 1,342,773 and the number of
shares registered for issuance under the Employee Stock Purchase and Bonus Plan
(Amended and Restated August 20, 2001) (together with the NSOP, the "Plans")
increased from 100,000 to 268,554. The Registration Statements are further
amended to reflect that, in accordance with Rule 416(a) of the Securities Act,
the number of shares registered shall include such additional shares that may be
issued from time to time pursuant to such Plans as the result of any future
stock splits, stock dividends or similar adjustments of the Company's
outstanding Common Stock.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit No. Description
- --------------------------------------------------------------------------------
23.1 Consent of Dixon Hughes PLLC
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on this Post-Effective Amendment No. 1 to Form S-8 and
has duly caused this Post-Effective Amendment No. 1 to Form S-8 to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Four
Oaks, State of North Carolina, on this 28th day of September, 2009.
FOUR OAKS FINCORP, INC.
By: /s/ Ayden R. Lee, Jr.
-----------------------------------------------
Ayden R. Lee, Jr.
Chairman, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Form S-8 has been signed by the following
persons in the capacities and on the date indicated.
Name Title Date
- --------------------------------------------------------------------------------
/s/ Ayden R. Lee, Jr. Chairman, President and Chief September 28, 2009
- -------------------------- Executive Officer
Ayden R. Lee, Jr.
/s/ Nancy S. Wise Executive Vice President and
- -------------------------- Chief Financial Officer and
Nancy S. Wise Principal Accounting Officer September 28, 2009
/s/ Paula Canaday Bowman Director September 28, 2009
- --------------------------
Paula Canaday Bowman
/s/ William J. Edwards Director September 28, 2009
- --------------------------
William J. Edwards
/s/ Warren L. Grimes Director September 28, 2009
- --------------------------
Warren L. Grimes
/s/ Percy Y. Lee Director September 28, 2009
- --------------------------
Percy Y. Lee
/s/ Dr. R. Max Raynor, Jr. Director September 28, 2009
- --------------------------
Dr. R. Max Raynor, Jr.
/s/ Michael A. Weeks Director September 28, 2009
- --------------------------
Michael A. Weeks
/s/ John W. Bullard Director September 28, 2009
- --------------------------
John W. Bullard
EXHIBIT INDEX
Exhibit No. Description
- --------------------------------------------------------------------------------
23.1 Consent of Dixon Hughes PLLC