Attached files
file | filename |
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S-1 - FORM S-1 - CAPITAL BANK CORP | g25953sv1.htm |
EX-99.1 - EX-99.1 - CAPITAL BANK CORP | g25953exv99w1.htm |
EX-3.01 - EX-3.01 - CAPITAL BANK CORP | g25953exv3w01.htm |
EX-99.5 - EX-99.5 - CAPITAL BANK CORP | g25953exv99w5.htm |
EX-99.7 - EX-99.7 - CAPITAL BANK CORP | g25953exv99w7.htm |
EX-99.4 - EX-99.4 - CAPITAL BANK CORP | g25953exv99w4.htm |
EX-99.6 - EX-99.6 - CAPITAL BANK CORP | g25953exv99w6.htm |
EX-99.2 - EX-99.2 - CAPITAL BANK CORP | g25953exv99w2.htm |
EX-99.8 - EX-99.8 - CAPITAL BANK CORP | g25953exv99w8.htm |
EX-21.01 - EX-21.01 - CAPITAL BANK CORP | g25953exv21w01.htm |
EX-23.01 - EX-23.01 - CAPITAL BANK CORP | g25953exv23w01.htm |
EXHIBIT 99.3
LETTER TO
REGISTERED HOLDERS OF COMMON STOCK
CAPITAL BANK CORPORATION
Up to 5,000,000 Shares of Common Stock To Be Issued Upon Exercise of Subscription Rights
CAPITAL BANK CORPORATION
Up to 5,000,000 Shares of Common Stock To Be Issued Upon Exercise of Subscription Rights
[ ],
2011
Dear Shareholder:
This letter is being distributed by Capital Bank Corporation
(us, we, our or the
Company) in connection with the offering (the
Rights Offering) by the Company of shares of our
common stock, no par value per share (Common Stock),
which will be issued upon the exercise of non-transferable
subscription rights (the Subscription Rights), which
are being distributed, at no cost, to all holders of record of
Common Stock as of 5:00 p.m., Eastern Standard time, on
January 27, 2011 (the Record Date). The
Subscription Rights and the Rights Offering are described in the
prospectus dated
[ ],
2011, which is enclosed with this letter (the
Prospectus).
In the Rights Offering, we are offering up to an aggregate of
5,000,000 shares of Common Stock to be issued upon the
exercise of the Subscription Rights, as described further in the
Prospectus. The Subscription Rights will expire, if not
exercised earlier, at 5:00 p.m., Eastern Standard time, on
[ ],
2011, unless we elect in our sole discretion to extend the
period of the Rights Offering beyond this date (as such date may
be extended, the Expiration Date) or cancel the
Rights Offering earlier.
As described in the Prospectus, you will receive, at no charge,
0.3882637 Subscription Rights for each share of Common Stock you
owned on the Record Date. Each whole Subscription Right will
entitle you to purchase one share of our Common Stock at a
subscription price of $2.55 per share of Common Stock, subject
to an overall beneficial ownership limit of 4.9% for each
participant as described below. Fractional Subscription Rights
will be eliminated by rounding down to the nearest whole number
of Subscription Rights and may not be exercised. For example, if
you owned 1,000 shares of Common Stock on the Record Date,
you would receive 388.2637 Subscription Rights and would have
the right to purchase 388 shares of Common Stock (rounded
down from 388.2637 Subscription Rights) for $2.55 per share.
Each participant in this Rights Offering is generally subject to
an overall beneficial ownership limit of 4.9%. Any Subscription
Rights exercised by you for Common Stock subscribed for by you
that would cause you to go over the 4.9% ownership limit will
not be considered exercised or subscribed for by you, and the
portion of the subscription price paid by you for such
unexercised Subscription Rights will be returned to you, without
interest or penalty, as soon as practicable after completion of
the Rights Offering.
You should be aware that there is no over-subscription privilege
associated with the Rights Offering. In addition, no shareholder
will backstop the Rights Offering. Neither you nor any
shareholder will have the opportunity to purchase additional
shares not purchased by other shareholders in the Rights
Offering.
You will be required to submit payment in full for all of the
shares of Common Stock you wish to buy pursuant to the exercise
of your Subscription Rights to Registrar and Transfer Company
(the Subscription Agent) by no later than
5:00 p.m., Eastern Standard time, on the Expiration Date.
Any excess subscription payment that you may pay to the
Subscription Agent in the Rights Offering will be returned to
you by the Subscription Agent, without interest or penalty, as
soon as practicable following the completion of the Rights
Offering.
Your Subscription Rights are non-transferable, meaning that you
may not sell, transfer or assign your Subscription Rights to
anyone else, and are not evidenced by any certificate. Enclosed
for your additional information are copies of the following
documents:
| Prospectus; | |
| A Subscription Rights Election Form; |
| Instructions For Use of Capital Bank Corporation Subscription Rights Election Form; and | |
| A return envelope addressed to the Subscription Agent. |
The first three documents listed above provide additional
information on the Rights Offering, the Company and the steps
you must take if you wish to exercise all or some of your
Subscription Rights. You should read all of these documents
carefully and in their entirety.
Your prompt action is requested if you intend to participate
in the Rights Offering. To exercise your
Subscription Rights, you must deliver your properly completed
and signed Subscription Rights Election Form, together with your
payment in full of the total subscription amount that is
required for all of the shares that you intend to purchase in
the Rights Offering, to the Subscription Agent as described
further in the Prospectus. Do not send the Subscription
Rights Election Form or payment to the Company. Your
properly completed and signed Subscription Rights Election Form
accompanied by full payment of your total subscription amount
must be received by the Subscription Agent, and your payment
must clear, by no later than 5:00 p.m., Eastern Standard
time, on the Expiration Date. Once you have exercised your
Subscription Rights, you may not cancel, revoke or otherwise
amend the exercise of your Subscription Rights (unless we are
required by law to permit revocation). Any Subscription Rights
that are not exercised prior to 5:00 p.m., Eastern Standard
time, on the Expiration Date will expire and you will have no
further rights under them.
Additional copies of the enclosed materials may be obtained from
our information agent, Eagle Rock Proxy Advisors LLC, by calling
(877) 864-5053
(toll free) or, if you are a bank or a broker,
(908) 497-2340.
You may also contact our information agent if you have any
questions on the Rights Offering or require any assistance in
exercising your Subscription Rights.
Very truly yours,
CAPITAL BANK CORPORATION