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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): July 20, 2006
BNC Bancorp
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(Exact name of registrant as specified in its charter)
North Carolina 000-50128 47-0898685
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State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
831 Julian Avenue
Thomasville, North Carolina 27361
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(Address of principal executive offices)
Registrant's telephone number, including area code: (336) 476-9200
N/A
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(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 (see General Instruction A.2. below):
[ ] 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 2.01 COMPLETION, ACQUISITION OR DISPOSITION OF ASSETS
On July 20, 2006, BNC Bancorp (the "Company") acquired SterlingSouth
Bank & Trust Company, a North Carolina chartered commercial bank ("SSBT"),
headquartered in Greensboro, North Carolina. The acquisition was accomplished by
merging SSBT with and into Bank of North Carolina, the Company's wholly-owned,
North Carolina chartered commercial bank ("BNC"), headquartered in Thomasville,
North Carolina (the "Merger"). Prior to the Merger SSBT operated two branches in
Greensboro in addition to its main office. After the Merger, BNC will operate
fourteen banking offices located along the Interstate 85/Interstate 40 corridor
that runs through the Piedmont Region of North Carolina. The Merger increases
the Company's assets to $833 million as of June 30, 2006.
The Merger was consummated pursuant to the previously-announced
Agreement and Plan of Reorganization and Merger dated February 6, 2006 (the
"Merger Agreement") among the Company, BNC and SSBT. In accordance with the
terms of the Merger Agreement, the holders of each outstanding share of the
$5.00 par value common stock of SSBT were entitled to convert such shares into
1.21056 shares of the Company's common stock.
On July 20, 2006, all of the non-continuing SSBT directors holding
options to purchase SSBT's common stock outstanding on the closing date and all
unexercised warrants to purchase shares of SSBT's common stock were deemed
cancelled and converted into the right to receive solely a cash payment equal to
the number of such options or warrants multiplied by the excess, if any, of
$22.82 over the exercise price per share of such options or warrants. The
aggregate amount of cash to be paid in exchange for SSBT options and warrants in
the Merger is approximately $3,172,290.24.
Based on the $18.85 per share closing price of the Company's common
stock on July 13, 2006, the transaction is valued at approximately $37.2
million.
Pursuant to general instruction F to Form 8-K, the Press Release dated
July 20, 2006 announcing the consummation of the Merger, attached to this Form
8-K as Exhibit 99.1, is hereby incorporated herein by reference.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
In accordance with the Merger Agreement, the shareholders of the
Company elected to the Company's Board of Directors: Ralph N. Strayhorn III,
Randall R. Kaplan, Charles T. Hagan III and Thomas R. Sloan (all of which were
SSBT directors prior to the Merger) at the Company's annual meeting held on June
15, 2006, subject to consummation of the Merger. The former SSBT directors will
begin service on the Company's Board of Directors at the next Board meeting
following the Merger. On July 21, 2006, Ralph N. Strayhorn III assumed the
position of Executive Vice President and Chief Administrative Officer of the
Company and BNC.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of business acquired. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Exhibits
99.1 Press Release
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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.
BNC BANCORP
Date: July 20, 2006 By: /s/ David B. Spencer
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David B. Spencer,
Executive Vice President
and Chief Financial Officer
(Principal Accounting Officer)
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EXHIBIT INDEX
99.1 Press Release
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