- Amended Current report filing (8-K/A)
November 17 2011 - 5:28PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
September 7, 2011
CAPITAL BANK CORPORATION
(Exact name of registrant as specified in its charter)
North Carolina
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000-30062
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56-2101930
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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333 Fayetteville Street, Suite 700
Raleigh, North Carolina 27601
(Address of principal executive offices)
(919) 645-6400
(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))
EXPLANATORY NOTE
On September 13, 2011,
Capital Bank Corporation (the “
Company
”), filed a Current Report on Form
8-K to report that Capital Bank (“
Capital Bank
”), a subsidiary of the
Company, TIB Financial Corp. (“
TIB Financial
”) and North American
Financial Holdings, Inc. , had entered into an Agreement of Merger with
GreenBank on September 7, 2011 pursuant to which, on September 7, 2011,
GreenBank merged with and into Capital Bank, with Capital Bank continuing as
the surviving entity (the “
Merger
”). In that filing, the Company
indicated that it would file an amendment to the Form 8-K no later than
November 23, 2011 to provide financial information to the extent required by
Item 9.01 of Form 8-K. This Current Report on Form 8-K/A is being filed to
provide financial information to the extent required by Item 9.01.
Prior to the Merger,
Capital Bank (formerly known as NAFH National Bank) acquired assets and assumed
liabilities of First National Bank of the South, Metro Bank of Dade County and
Turnberry Bank (collectively, the “
Failed Banks
”) from the Federal
Deposit Insurance Corporation (the “
FDIC
”, and, such transactions, the “
Failed
Banks Acquisitions
”). In accordance with the guidance provided in Staff
Accounting Bulletin Topic 1:K, “Financial Statements of Acquired Troubled
Financial Institutions” (“
SAB 1:K
”), the Company has omitted certain
financial information of the Failed Banks required by Rule 3-05 of Regulation
S-X and the related pro forma financial information required under Article 11
of Regulation S-X. SAB 1:K provides relief from the requirements of Rule 3-05
of Regulation S-X and the related pro forma financial information required
under Article 11 of Regulation S-X under certain circumstances, including
transactions such as the Failed Banks Acquisitions, in which the registrant
engages in an acquisition of a troubled financial institution for which historical
financial statements are not reasonably available and in which federal
assistance is an essential and significant part of the transaction.
Statements made or
incorporated by reference into this Amendment, other than those concerning
historical financial information, may be considered forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995 and
are subject to risks and uncertainties. These forward-looking statements
include, without limitation, statements regarding the Company’s expectations
concerning its financial condition, operating results, cash flows, liquidity
and capital resources. A discussion of risks, uncertainties and other factors
that could cause actual results to differ materially from management’s
expectations is set forth under the captions “Cautionary Notice Regarding
Forward Looking Statements,” “Risk Factors” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2010 as well as
under the similar captions in the Registration Statement on Form S-1 filed by
North American Financial Holdings, Inc. on June 23, 2011, as amended since that
date (File No. 333-175108).
Item 9.01 Financial Statements and
Exhibits.
(a) Financial Statements of
Business Acquired
The information set forth
in Item 9.01 of the Amendment to the Current Report on Form 8-K filed by TIB
Financial on July 13, 2011 is incorporated herein by reference. In addition,
the Company has previously filed the following financial statements: (1)
Audited Statement of Assets Acquired and Liabilities Assumed of First National
Bank of the South as of July 16, 2010, (2) Audited Statement of Assets Acquired
and Liabilities Assumed of Metro Bank of Dade County as of July 16, 2010 and
(3) Audited Statement of Assets Acquired and Liabilities Assumed of Turnberry
Bank as of July 16, 2010.
The information set forth
in Item 8 of the Annual Report on Form 10-K filed by Green Bankshares, Inc. for
the year ended December 31, 2010 is incorporated herein by reference.
The information set forth
in Item 1 of the Quarterly Report on Form 10-Q filed by Green Bankshares, Inc.
for the quarterly period ended June 30, 2011 is incorporated herein by reference.
(b) Pro Forma Financial
Information
The
information set forth under the caption “Unaudited Pro Forma Condensed Combined
Financial Information” in the Registration Statement on Form S-4 of North
American Financial Holdings, Inc. (File No. 333-176796) is incorporated herein
by reference.
(d) Exhibits
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23.1
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Consent of Dixon Hughes
Goodman LLP (formerly Dixon Hughes PLLC)
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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.
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CAPITAL
BANK CORPORATION
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Date:
November 17, 2011
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By:
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/s/
Christopher G. Marshall
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Christopher
G. Marshall
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Chief
Financial Officer
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Exhibit 23.1
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation
by reference in the registration statements on Forms S-8 (No. 333-148273, No.
333-125195, No. 333-42628, No. 333-82602, No. 333-102774, No. 333-76919, No.
333-151782, No. 333-160689 and No. 333-160699) and on Form S-3 (No. 333-155567)
of Capital Bank Corporation of our report dated March 15, 2011, with respect to
the consolidated balance sheets of Green Bankshares, Inc. and subsidiaries as
of December 31, 2010 and 2009, and the related consolidated statements of
income, changes in shareholders’ equity and cash flows for each of the years in
the three-year period ended December 31, 2010 which report is included in the
Annual Report on Form 10-K filed by Green Bankshares, Inc. and subsidiaries for
the year ended December 31, 2010 and is incorporated by reference in Form 8-K/A
of Capital Bank Corporation. Our report refers to a change, effective January
1, 2009, in the method of accounting for other-than-temporary impairments of
debt securities in connection with the adoption of revised accounting guidance
issued by the Financial Accounting Standards Board.
/s/ Dixon Hughes Goodman LLP
(formerly Dixon Hughes PLLC)
Asheville, North Carolina
November 17, 2011
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