Attached files
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| EX-3.1 - EXHIBIT 3.1 - CAPITAL BANK CORP | ex3_1.htm |
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): December 16, 2010
CAPITAL BANK CORPORATION
(Exact name of registrant as specified in its charter)
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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:
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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Capital Bank Corporation (the “Company”) held a Special Meeting of Shareholders (the “Special Meeting”) on December 16, 2010. The shareholders considered three proposals, each of which is described in more detail in the Company’s definitive proxy statement dated November 19, 2010.
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Proposal 1: To approve the issuance of shares of the Company’s common stock, no par value per share (“Common Stock”), under the terms of the Investment Agreement, dated November 3, 2010, among the Company, its wholly-owned subsidiary Capital Bank, and North American Financial Holdings, Inc. The votes were cast as follows:
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Votes For
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Votes Against
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Abstained
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Broker Non-Votes
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6,480,642
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365,389
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49,440
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0
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Proposal 1 was approved.
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Proposal 2: To approve an amendment to the Company’s Articles of Incorporation to increase the authorized shares of Common Stock to three hundred million (300,000,000) shares from fifty million (50,000,000) shares. The votes were cast as follows:
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Votes For
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Votes Against
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Abstained
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Broker Non-Votes
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6,442,376
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410,462
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42,633
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0
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Proposal 2 was approved.
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Proposal 3: To grant the proxy holders discretionary authority to vote to adjourn the Special Meeting, if necessary, in order to solicit additional proxies in the event that there are not sufficient affirmative votes present at the Special Meeting to approve the proposals that may be considered and acted upon at the Special Meeting. The votes were cast as follows:
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Votes For
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Votes Against
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Abstained
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Broker Non-Votes
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6,341,664
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448,896
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104,911
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0
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Proposal 3 was approved.
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Item 8.01
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Other Events.
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Following the Special Meeting, the Company filed with the Secretary of State of the State of North Carolina Articles of Amendment to the Company’s Articles of Incorporation increasing the number of authorized shares of Common Stock from fifty million (50,000,000) shares to three hundred million (300,000,000) shares, which became effective upon filing. A copy of the Articles of Amendment of the Company is attached as Exhibit 3.1 hereto and is incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits
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Exhibit No.
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Description of Document
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Exhibit 3.1
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Articles of Amendment of Capital Bank Corporation
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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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Date: December 16, 2010
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CAPITAL BANK CORPORATION
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By:
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/s/ B. Grant Yarber
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B. Grant Yarber
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President and Chief Executive Officer
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- 3 -
Exhibit Index
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Exhibit No.
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Description of Document
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Exhibit 3.1
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Articles of Amendment of Capital Bank Corporation
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