|
FIRST
BANCORP
|
|
(Exact
Name of Registrant as Specified in its
Charter)
|
|
North
Carolina
|
|
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
|
56-1421916
|
|
(I.R.S.
Employer
Identification
Number)
|
|
341
North Main Street, P.O. Box 508,
Troy,
North Carolina 27371-0508
|
|
(Address
of Principal Executive Offices,
Including
Zip Code)
|
|
(910)
576-6171
|
|
(Telephone
Number of Principal Executive Offices, Including Area
Code)
|
|
Jerry
L. Ocheltree
|
|
President
and Chief Executive Officer
First
Bancorp
|
|
341
North Main Street
|
|
P.O.
Box 508
|
|
Troy,
North Carolina 27371-0508
|
|
(910)
576-6171
|
|
(Name,
Address and Telephone Number of
Agent
for Service)
|
|
Title
of Each Class
of
Securities to Be
Registered
|
Amount
to Be
Registered
(1), (2)
|
Proposed
Maximum
Offering
Price
Per
Unit (3)
|
Proposed
Maximum
Aggregate
Offering
Price
(3)
|
Amount
of
Registration
Fee (2), (3)
|
|
Common
Stock, no
par
value per share
|
130,000
shares
|
$15.08
|
$1,960,400
|
$139.78
|
|
(1)
|
Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended, this
Registration Statement also relates to an indeterminate number of
additional shares of common stock issuable with respect to the shares
registered hereunder in the event of a stock split, stock dividend or
other similar transaction.
|
|
(2)
|
Does
not include shares of common stock previously registered on Registration
Statement No. 333-71431 on Form S-3, as amended, Registration Statement
No. 333-117575 on Form S-3, and Registration Statement No. 333-150099 on
Form S-3. Pursuant to Rule 429 under the Securities Act of
1933, as amended, the prospectus that forms a part of this Registration
Statement shall also relate to 181,000
shares
|
|
(3)
|
Estimated
solely for the purpose of calculating the registration fee in accordance
with Rule 457(c) based on the average of the high and low reported sales
price of First Bancorp common stock on the Nasdaq Global Select Market on
June 28, 2010.
|
|
|
·
|
to
reinvest all or a portion of your cash dividends in additional shares of
our common stock; and
|
|
|
·
|
to
purchase our common stock through optional cash
payments.
|
|
This
prospectus covers 756,500 shares of our common stock available for
purchase under the Plan.
Our
common stock is listed on the Nasdaq Global Select Market under the symbol
“FBNC.” On June 28, 2010, the last reported sales price was
$15.10 per share.
Our
headquarters are located at 341 North Main Street, Troy, North Carolina
27371, and our telephone number is (910) 576-6171.
__________
June
29, 2010
|
Investments
in our common stock are not guaranteed or insured by anyone, including the
Federal Deposit Insurance Corporation or any other federal or state
governmental agency. Unlike checking and savings accounts, an
investment in our common stock involves investment risks, including the
potential loss of your entire investment.
Neither the Securities and
Exchange Commission nor any state securities commission has approved or
disapproved any of these securities or determined if this prospectus is
truthful or complete. Any representation to the contrary is
a criminal
offense.
|
|
|
Page
|
|
The
Company
|
2
|
|
The
Plan
|
3
|
|
Risk
Factors
|
3
|
|
Forward-Looking
Statements
|
4
|
|
Use
of Proceeds
|
4
|
|
Description
of the Plan
|
4
|
|
Plan
of Distribution
|
9
|
|
Where
You Can Find More Information; Incorporation By Reference
|
9
|
|
Legal
Matters
|
10
|
|
Experts
|
10
|
|
|
·
|
competitive
pressure in the banking industry may increase
significantly;
|
|
|
·
|
changes
in the interest rate environment may reduce
margins;
|
|
|
·
|
general
economic conditions, either national or regional, may be less favorable
than expected, resulting in, among other things, deterioration of asset
quality;
|
|
|
·
|
changes
may occur in the regulatory
environment;
|
|
|
·
|
changes
may occur in business conditions and inflation;
and
|
|
|
·
|
changes
may occur in the securities
markets.
|
|
1.
|
All
holders of record of our common stock are eligible to participate in the
Plan. Beneficial owners of common stock whose shares are held
for them in registered names other than their own, such as in the names of
brokers, bank nominees or trustees, should, if they wish to participate in
the Plan, either arrange for the holder of record to join the Plan or have
the shares they wish to enroll in the plan transferred to their own
names.
|
|
2.
|
Any
holders of record of our common stock may elect to become a participant in
the Plan by returning to the plan administrator a properly completed
authorization form, which appoints the plan administrator as agent for the
participant and:
|
|
|
(a)
|
authorizes
us to pay to the plan administrator for the participant’s account all cash
dividends payable on the common stock that the participant has enrolled in
the Plan;
|
|
|
(b)
|
authorizes
the plan administrator to retain for credit to the participant’s account
any cash dividends and any shares of common stock distributed as a
non-cash dividend or otherwise on the shares of common stock purchased
pursuant to the Plan (“Plan Shares”) and credited to the participant’s
account and to distribute to the participant any other non-cash dividend
paid on the Plan Shares; and
|
|
|
(c)
|
authorizes
the plan administrator to apply such cash dividends and/or any optional
cash payments made by the participant pursuant to Paragraph 5 below to the
purchase of shares of common stock in accordance with the terms and
conditions of the Plan.
|
|
3.
|
After
receipt of the properly completed authorization form, the plan
administrator will open an account under the Plan as plan administrator
for the participant and will credit to such
account:
|
|
|
(a)
|
all
cash dividends received by the plan administrator from us on shares of
common stock registered in the participant’s name and enrolled in the Plan
by the participant, commencing with the first dividends paid after receipt
of the authorization form by the plan administrator, provided that the
authorization form is received at least five (5) business days prior to a
dividend record date;
|
|
|
(b)
|
all
optional cash payments received from the participant pursuant to Paragraph
5 below;
|
|
|
(c)
|
all
full or fractional Plan Shares purchased for the participant’s account
after making appropriate deduction for the purchase price of such
shares;
|
|
|
(d)
|
all
cash dividends received by the plan administrator on any full or
fractional Plan Shares credited to the participant’s
account;
|
|
|
(e)
|
any
shares of common stock distributed by us as a dividend or otherwise on
Plan Shares credited to the participant’s account;
and
|
|
|
(f)
|
any
shares of common stock transferred by the participant pursuant to
Paragraph 10 below.
|
|
4.
|
Cash
dividends and optional cash payments held for a participant’s Plan account
will be commingled with the cash dividends and optional cash payments held
for all other accounts under the Plan and will be applied to the purchase
of common stock. The plan administrator will make arrangements
to use reinvested dividends to purchase common stock on a quarterly basis,
on or about the applicable dividend payment date. The plan
administrator will make arrangements to use optional cash payments to
purchase common stock at least once monthly, on or about the 25th day of
each calendar month. In the discretion of the plan
administrator, purchases of common stock made with reinvested cash
dividends may be made together with purchases of common stock made with
optional cash payments in those months that cash dividends are
paid. In any case, purchases may be made over a number of days
to meet the requirements of the Plan. No interest will be paid
on any dividends or optional cash
payments.
|
|
5.
|
The
participant may at any time deposit with the plan administrator for credit
to his account optional cash payments in amounts not less than twenty-five
($25.00) and not greater than two thousand five hundred dollars
($2,500.00) during any dividend quarter. Each optional cash
payment must be accompanied by the stock purchase form furnished by the
plan administrator. The plan administrator will commingle the
funds credited to a participant’s account with optional cash payments
credited to all accounts under the Plan and will apply such funds to the
purchase of shares of common stock as described in Paragraph 4
above. Payments received less than five (5) business days prior
to the 25th
of a month will not be invested until the following month on or about the
25th
of that month.
|
|
6.
|
The
plan administrator will mail to each participant a statement summarizing
transactions in his account for each period in which there is
activity.
|
|
7.
|
The
plan administrator may hold the Plan Shares of all participants together
in its name or in the name of its nominee. No certificates will
be delivered to a participant for Plan Shares except upon written request
or upon termination of the account. A participant may request
certificates for any full shares credited to his account at any
time. No certificates will be delivered for fractional
shares. Accounts under the Plan will be maintained in the name
in which the participant’s certificates are registered when the
participant enrolls in the Plan, and certificates for full shares will be
similarly registered when issued to the
participant. Certificates will be registered and issued in
names other than the account name, subject to compliance with any
applicable laws and payment by the participant of any applicable fees and
taxes, provided that the participant makes a written request therefor in
accordance with our usual requirements for the registration of a transfer
of our common stock.
|
|
8.
|
The
automatic reinvestment of dividends does not relieve the participant of
any income tax that may be payable on such dividends. The plan
administrator will comply with all applicable Internal Revenue Service
requirements concerning the filing of information returns for dividends
credited to each account under the Plan, and such information will be
provided to the participant by a duplicate of that form or in a final
statement of account for each calendar year. With respect to
participants whose dividends are subject to United States domestic or
foreign income tax withholding, the plan administrator will comply with
all applicable Internal Revenue Service requirements concerning the amount
of tax to be withheld, which will be deducted from the dividends prior to
investment.
|
|
9.
|
The
plan administrator will forward, as soon as practicable, any proxy
solicitation materials to the participant. The plan
administrator will vote any full and/or fractional Plan Shares that it
holds for the participant’s account in accordance with the participant’s
directions. If a participant does not return a signed proxy to
the plan administrator, the plan administrator will not vote such
shares.
|
|
10.
|
A
participant may transfer any issued shares of common stock held of record
in his name to the plan administrator or the plan administrator’s nominee
and such shares will be held by the plan administrator for his account as
Plan Shares subject to the terms and conditions of this
Agreement.
|
|
11.
|
A
participant may terminate his account at any time by giving a written
notice of termination to the plan administrator. Any such
notice of termination received by the plan administrator less than five
(5) business days prior to a dividend record date will not become
effective until dividends paid on the dividend payable date have been
invested. The plan administrator may terminate a participant’s
account upon written notice to the participant if there is less than one
whole share remaining in the participant’s account and the participant is
not a registered shareholder of any shares of common stock for which
dividends have been designated for Plan reinvestment. Upon
termination, the participant may elect in writing to receive certificates
representing the full Plan Shares credited to his account and cash in lieu
of fractional shares or he may elect in writing to receive cash for all
the full and fractional Plan Shares credited to his account. If
no written election is made at the time the plan administrator receives
the written notice of termination from the participant or prior to
expiration of the thirty (30) days notice period when the plan
administrator terminates a participant’s account, certificates will be
issued for all full Plan Shares and the participant will receive cash for
any fractional shares. When the participant terminates his
account, certificates will be issued within thirty (30) days of the notice
of termination being given by such
participant.
|
|
12.
|
A
participant may at any time, without terminating participation in the
Plan, withdraw any or all full shares credited to his account by sending
written instructions to the plan administrator. A withdrawal
form is provided on the reverse side of the detachable bottom portion of
the plan statement. The participant may request that
certificates be issued for a specified number of full shares or that a
specified number of full shares be sold and a check issued for the net
proceeds.
|
|
13.
|
If
at any time a participant ceases to be a record holder of common stock
other than due to transfer of shares to the plan administrator to be held
for his account pursuant to Paragraph 10 above, the plan administrator, at
our direction, may mail a written notice to such participant requesting
instructions as to the disposition of stock in the participant’s account
under the Plan. If within thirty (30) days of mailing such
notice the plan administrator does not receive instructions from the
participant, the plan administrator, may, at our direction, terminate the
participant’s account.
|
|
14.
|
Participants
must notify the plan administrator promptly in writing of any change of
address. Notices or statements from the plan administrator to
the participant may be given or made by letter addressed to the
participant at his last address of record with the plan administrator and
any such notice or statement shall be deemed given or made when received
by the participant or five (5) days after mailing, whichever occurs
earlier.
|
|
15.
|
Participants
shall not sell, pledge, hypothecate, assign, or transfer any Plan Shares
held for their accounts by the plan administrator, nor shall any
participant have any right to draw checks or drafts against his
account. The plan administrator has no obligation to follow any
instructions of a participant with respect to the Plan Shares or any cash
held in his account except as expressly provided under the terms and
conditions of the Plan.
|
|
16.
|
We
will either pay directly or reimburse the plan administrator for the costs
of administering the Plan, including but not limited to the costs of
printing and distributing Plan literature to record holders of common
stock, forwarding proxy solicitation material to participants, and mailing
confirmations of account transactions, account statements, and other
notices to participants, and reasonable clerical expenses associated
therewith. As discussed above in Paragraphs 4 and 11, each
participant will share proportionately in brokerage commissions incurred
by the plan administrator in transactions involving Plan Shares; there
will be no brokerage commissions for newly issued shares purchased from
us.
|
|
17.
|
Neither
we nor the plan administrator or its nominee(s) shall be liable hereunder
for any action taken in good faith or for any good faith omission to act,
including without limitation any claims of
liability:
|
|
|
(a)
|
arising
out of failure to terminate the participant’s account upon the
participant’s death, prior to receipt of written notice of such death
accompanied by documentation satisfactory to the plan
administrator;
|
|
|
(b)
|
with
respect to the price at which Plan Shares are either purchased or sold for
the participant’s account or the timing of, or terms on which, such
purchases or sales are made; or
|
|
|
(c)
|
for
the market value or fluctuations in market value before or after the
purchase of Plan Shares credited to the participant’s
account.
|
|
18.
|
All
purchases of common stock pursuant to the Plan will be made by the plan
administrator as the independent plan administrator of the Plan and
neither we nor any of our affiliates will have any authority or power to
direct the time and price at which securities may be purchased pursuant to
the Plan, the amount of securities to be purchased, or the selection of
any broker or dealer through whom purchases are to be
made. Notwithstanding the foregoing, subject to requirements of
the SEC and the provisions of Paragraph 4, we may direct the plan
administrator as to whether shares should be purchased directly from us or
from other sources. The plan administrator will continue to
operate the Plan only so long as the plan administrator neither directly
nor indirectly controls or is controlled by us or our affiliates and is
not under common control with us or our affiliates. We and the
plan administrator agree that, in the event that any person serves
simultaneously as a director of the plan administrator or any affiliate of
the plan administrator and also as our director or a director of any of
our affiliates, such director will undertake to abstain from participating
in any decisions relating to the Plan or the purchase or sale of
securities pursuant to the Plan.
|
|
19.
|
We
or the plan administrator may terminate the Plan at any
time. The terms and conditions of the Plan may be amended by us
or the plan administrator, with our concurrence, at any time, provided
that we may make such an amendment only once in any six (6) month
period. No waiver or modification of the terms or conditions of
the Plan shall be deemed to be made by the plan administrator unless in
writing and signed by an authorized representative of the plan
administrator, and any waiver or modification shall apply only to the
specific instance involved.
|
|
20.
|
The
Plan, the authorization form incorporated therein and made by reference a
part of the Plan, and the accounts of participants maintained by the plan
administrator under the Plan shall be governed by and construed in
accordance with the internal laws of the State of North
Carolina.
|
|
|
·
|
our
Annual Report on Form 10-K for the fiscal year ended December 31,
2009;
|
|
|
·
|
our
Quarterly Report on Form 10-Q for the three months ended March 31,
2010;
|
|
|
·
|
our
Current Reports on Form 8-K filed on February 16, 2010, February 25, 2010,
March 25, 2010, May 17, 2010, and May 26,
2010;
|
|
|
·
|
the
description of our common stock contained in our Registration Statement on
Form 8-A filed with the SEC on April 8, 1987;
and
|
|
|
·
|
all
documents subsequently filed by us with the SEC pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered by this Registration
Statement have been sold or that deregisters all securities then remaining
unsold.
|
|
SEC
Registration Fee
|
$ | 140 | ||
|
Transfer
Agent Fees Printing and Engraving
|
500 | |||
|
Legal
Fees and Expenses
|
5,000 | |||
|
Accounting
Fees and Expenses
|
1,200 | |||
|
Plan
Administrator Fees
|
500 | |||
|
Miscellaneous
|
200 | |||
|
Total:
|
$ | 7,540 |
|
3.1.a
|
Articles
of Incorporation of First Bancorp and amendments thereto, filed as
Exhibits 3.a.i through 3.a.v to the Company’s Quarterly Report on Form
10-Q for the quarter ended June 30, 2002 and Exhibits 3.1 and 3.2 to the
Company’s Current Report on Form 8-K filed January 13, 2009, are
incorporated herein by reference
|
|
3.1.b*
|
Articles
of Amendment to Articles of Incorporation of First Bancorp (filed June 11,
2010)
|
|
4.1
|
Form
of Common Stock Certificate, filed as Exhibit 4 to the Company’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 1999, is incorporated
herein by reference
|
|
5.1*
|
Opinion
of Robinson, Bradshaw, & Hinson, P.A., regarding legality of common
stock
|
|
23.1*
|
Consent
of Robinson, Bradshaw, & Hinson, P.A. (included in Exhibit
5.1)
|
|
23.2*
|
Consent
of Elliott Davis, PLLC
|
|
*
Filed herewith
|
|
|
|
(1)
|
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration
Statement:
|
|
|
(i)
|
to
include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933, as amended (the “Securities
Act”);
|
|
|
(ii)
|
to
reflect in the prospectus any facts or events arising after the effective
date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Securities and
Exchange Commission (the “Commission”) pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
“Calculation of Registration Fee” table in the effective registration
statement; and
|
|
|
(iii)
|
to
include any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement or any material
change to such information in the Registration
Statement;
|
|
|
(2)
|
That,
for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
|
|
|
(3)
|
To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
|
|
|
(4)
|
That,
for the purpose of determining liability under the Securities Act to any
purchaser, each prospectus filed pursuant to Rule 424(b) as part of a
registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in
reliance on Rule 430A, shall be deemed to be part of and included in this
Registration Statement as of the date it is first used after
effectiveness; provided,
however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in a
document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to
such first use, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such date of
first use.
|
|
|
(5)
|
That,
for the purpose of determining liability under the Securities Act to any
purchaser in the initial distribution of the securities, in a primary
offering of securities of the Company pursuant to this Registration
Statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the Company
will be a seller to the purchaser and will be considered to offer or sell
such securities to such purchaser:
|
|
|
any
preliminary prospectus or prospectus of the Company relating to the
offering required to be filed pursuant to Rule
424;
|
|
|
(ii)
|
any
free writing prospectus relating to the offering prepared by or on behalf
of the Company or used or referred to by the
Company;
|
|
|
(iii)
|
the
portion of any other free writing prospectus relating to the offering
containing material information about the Company or its securities
provided by or on behalf of the Company;
and
|
|
|
(iv)
|
any
other communication that is an offer in the offering made by the Company
to the purchaser.
|
|
|
(6)
|
That,
for purposes of determining any liability under the Securities Act, each
filing of the Company’s annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan’s annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
|
|
|
(7)
|
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final adjudication of
such issue.
|
|
FIRST
BANCORP
|
||
|
(Registrant)
|
||
|
By:
|
/s/
Jerry L. Ocheltree
|
|
|
Jerry
L. Ocheltree
|
||
|
President
and Chief Executive Officer
|
||
|
Signature
|
Title
|
Date
|
|
|
/s/
Jerry L. Ocheltree
Jerry
L. Ocheltree
|
President,
Chief Executive Officer, Treasurer and Director
|
June
29, 2010
|
|
|
/s/
Anna G. Hollers
Anna
G. Hollers
|
Executive
Vice President, Chief Operating Officer and Secretary
|
June
29, 2010
|
|
|
/s/
Eric P. Credle
Eric
P. Credle
|
Executive
Vice President and Chief Financial Officer
|
June
29, 2010
|
|
|
/s/
Daniel T. Blue, Jr.
Daniel
T. Blue, Jr.
|
Director
|
June
29, 2010
|
|
|
/s/
Jack D. Briggs
Jack
D. Briggs
|
Director
|
June
29, 2010
|
|
|
/s/
R. Walton Brown
R.
Walton Brown
|
Director
|
June
29, 2010
|
|
|
/s/
David L. Burns
David
L. Burns
|
Director
|
June
29, 2010
|
|
|
/s/
John F. Burns
John
F. Burns
|
Director
|
June
29, 2010
|
|
|
/s/
Mary Clara Capel
Mary
Clara Capel
|
Director
|
June
29, 2010
|
|
|
/s/
James C. Crawford, III
James C. Crawford, III
|
Director | June 29, 2010 | |
|
/s/
R. Winston Dozier
R.
Winston Dozier
|
Director
|
June
29, 2010
|
|
|
/s/
James G. Hudson, Jr.
James
G. Hudson, Jr.
|
Director
|
June
29, 2010
|
|
/s/
Richard H. Moore
Richard
H. Moore
|
Director
|
June
29, 2010
|
|
|
/s/
George R. Perkins, Jr.
George
R. Perkins, Jr.
|
Director
|
June
29, 2010
|
|
|
/s/
Thomas F. Phillips
Thomas
F. Phillips
|
Director
|
June
29, 2010
|
|
|
/s/
Frederick L. Taylor II
Frederick
L. Taylor II
|
Director
|
June
29, 2010
|
|
|
/s/
Virginia C. Thomasson
Virginia
C. Thomasson
|
Director
|
June
29, 2010
|
|
|
Goldie
H. Wallace
|
Director
|
June
29, 2010
|
|
|
|
|
|
|
|
/s/ Dennis
A. Wicker
Dennis
A. Wicker
|
Director
|
June
29, 2010
|
|
|
/s/ John
C. Willis
John
C. Willis
|
Director
|
June
29, 2010
|