United States
Securities and Exchange Commission
Washington, DC 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 28, 2017
ASB BANCORP, INC.
(Exact name
of registrant as specified in its charter)
North Carolina
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001-35279
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45-2463413
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(State or other jurisdiction of
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(Commission
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(I.R.S. Employer
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incorporation or organization)
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File Number)
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Identification Number)
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11 Church Street, Asheville, North Carolina 28801
(Address
of principle executive offices) (Zip Code)
(828)
254-7411
(Registrant’s telephone number, including area code)
Not Applicable
(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
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Item 2.02
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Results of Operations and Financial Condition
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On July 28, 2017, ASB Bancorp, Inc., the holding
company for Asheville Savings Bank, S.S.B., issued a news release announcing its unaudited preliminary financial results for the
three- and six-month periods ended June 30, 2017. A copy of the news release is included as Exhibit 99.1 to this report and is
furnished herewith.
The information set forth in Item 2.02 is incorporated by reference in this Item 8.01.
Item 9.01
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Financial Statements and Exhibits
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Exhibits
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Number
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Description
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99.1
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News Release Dated July 28, 2017
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FORWARD-LOOKING STATEMENTS
This Current Report contains certain forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995 giving ASB Bancorp’s (the “Company”)
and First Bancorp’s (“FBNC”) expectations or predictions of future financial or business performance or conditions.
Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,”
“intend,” “target,” “estimate,” “continue,” “positions,” “prospects”
or “potential,” by future conditional verbs such as “will,” “would,” “should,”
“could” or “may”, or by variations of such words or by similar expressions. Such forward-looking statements
include, but are not limited to, statements about the benefits of the combination of the Company and FBNC, including future financial
and operating results, expected cost savings, expected impact on future earnings, the combined company’s plans, objectives,
expectations and intentions and other statements that are not historical facts. These forward-looking statements are subject to
numerous assumptions, risks and uncertainties which change over time. Forward-looking statements speak only as of the date they
are made and you are cautioned not to place undue reliance on any forward-looking statements. We assume no duty to update forward-looking
statements.
In addition to factors previously disclosed in the
Company’s and FBNC’s reports filed with the SEC, the following factors among others, could cause actual results to
differ materially from forward-looking statements: ability to obtain regulatory approvals and meet other closing conditions to
the merger, including approval by the Company’s shareholders, on the expected terms and schedule; delay in closing the merger;
difficulties and delays in integrating the Company and FBNC businesses or fully realizing cost savings and other benefits; business
disruption following the proposed transaction; changes in asset quality and credit risk; the inability to sustain revenue and earnings
growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices;
the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost
savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures;
economic conditions; the reaction to the transaction of the companies’ customers, employees and counterparties; and the impact,
extent and timing of technological changes, capital management activities, and other actions of the Board of Governors of the Federal
Reserve and legislative and regulatory actions and reforms.
ADDITIONAL INFORMATION ABOUT THE PROPOSED TRANSACTION
AND WHERE TO FIND IT
This communication is being made in respect of the
proposed transaction involving the Company and FBNC. This material is not a solicitation of any vote or approval of the Company’s
shareholders and is not a substitute for the proxy statement/prospectus or any other documents which the Company and FBNC may send
in connection with the Merger. This communication does not constitute an offer to sell or the solicitation of an offer to buy any
securities.
In connection with the proposed transaction, FBNC
has filed with the SEC a Registration Statement on Form S-4 that includes a proxy statement of the Company and a prospectus of
FBNC, as well as other relevant documents concerning the proposed transaction. Investors and security holders are also urged to
carefully review and consider each of the Company’s and FBNC’s public filings with the SEC, including, but not limited
to, their Annual Reports on Form 10-K, their proxy statements, their Current Reports on Form 8-K and their Quarterly Reports on
Form 10-Q. The proxy statement/prospectus will be mailed to the Company’s shareholders. BEFORE MAKING ANY VOTING OR INVESTMENT
DECISIONS, INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO CAREFULLY READ THE ENTIRE REGISTRATION STATEMENT AND PROXY STATEMENT/
PROSPECTUS REGARDING THE PROPOSED MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL
AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders may obtain a free copy of the proxy statement/ prospectus (when available) and other filings containing
information about the Company and FBNC at the SEC’s website at
www.sec.gov
. Investors and security holders may also
obtain free copies of the documents filed with the SEC by the Company on its website at
www.ashevillesavingsbank.com
and
by FBNC on its website at
http://www.localfirstbank.com
.
The Company, FBNC and certain of their respective
directors and executive officers, under the SEC’s rules, may be deemed to be participants in the solicitation of proxies
of the Company’s shareholders in connection with the proposed transaction. Information about the directors and executive
officers of the Company and their ownership of the Company’s common stock is set forth in the proxy statement for the Company’s
2017 Annual Meeting of Shareholders, as filed with the SEC on Schedule 14A on April 5, 2017. Information about the directors and
executive officers of FBNC and their ownership of FBNC common stock is set forth in the proxy statement for FBNC’s 2017
Annual Meeting of Shareholders, as filed with the SEC on Schedule 14A on March 27, 2017. Additional information regarding the
interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading
the proxy statement/prospectus regarding the proposed transaction when it becomes available. Free copies of this document may
be obtained as described in the preceding paragraph.
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.
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ASB BANCORP, INC.
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Registrant
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July 28, 2017
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By:
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/s/ Suzanne S. DeFerie
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Suzanne S. DeFerie
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President and Chief Executive Officer
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