Attached files

file filename
EX-3.1 - ARTICLES OF AMENDMENT OF NEW CENTURY BANCORP, INC - SELECT BANCORP, INC.dex31.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) August 23, 2011

 

 

NEW CENTURY BANCORP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

North Carolina   000-50400   20-0218264

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

700 W. Cumberland Street, Dunn, North Carolina   28334
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (910) 892-7080

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:

 

¨ 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))

 

 

 


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 26, 2011, New Century Bancorp, Inc. (the Registrant”) filed articles of amendment for the purpose of amending its articles of incorporation to increase the amount of its authorized capital stock. The Registrant’s Board of Directors adopted the articles of amendment on June 9, 2011, and the shareholders of the Registrant voted in favor of the proposed amendments at the Annual Meeting of Shareholders (the “Annual Meeting”), held on August 23, 2011 (the five proposals submitted at the Annual Meeting are discussed below in Item 5.07).

The articles of amendment increase the authorized common stock of the Registrant from 10,000,000 to 25,000,000 shares and authorize the issuance of up to 5,000,000 shares of preferred stock, to be issued in one or more series with such preferences, limitations, and relative rights per share as the Board of Directors shall designate.

A copy of the articles of amendment, as filed with the North Carolina Secretary of State on August 26, 2011, is attached as Exhibit 3.1 and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On August 23, 2011, the Registrant held its Annual Meeting. There were five proposals submitted to shareholders at the Annual Meeting. In the case of Proposal 1, all of the nominees were approved and elected to serve on the Registrant’s Board of Directors. All other proposals were also approved by the shareholders entitled to vote at the Annual Meeting. The proposals below are described in greater detail in the Registrant’s definitive proxy statement for the Annual Meeting filed on July 15, 2011, with the Securities and Exchange Commission.

The voting results were as follows:

Proposal 1: Proposal to elect five members of the Board of Directors for terms of three years.

 

Directors Elected

   Votes For      Votes Withheld      Abstentions      Broker Non-Votes  

Three-Year Terms

           

Gerald W. Hayes

     3,174,232         153,016         0         1,420,335   

William L. Hedgepeth II

     3,238,003         89,245         0         1,420,335   

Tracy L. Johnson

     3,287,433         39,815         0         1,420,335   

Carlie C. McLamb, Jr.

     3,283,406         43,842         0         1,420,335   

Anthony E. Rand

     3,029,979         297,269         0         1,420,335   

Proposal 2: Proposal to approve an amendment to the Registrant’s Articles of Incorporation to increase the number of authorized shares of common stock from 10,000,000 to 25,000,000.

 

Votes For      Votes Against      Abstentions      Broker Non-Votes  
  4,146,355         577,978         23,250         0   

Proposal 3: Proposal to approve an amendment to the Registrant’s Articles of Incorporation to authorize the issuance of up to 5,000,000 shares of preferred stock, no par value per share, to be issued in one or more series with such preferences, limitations and relative rights as shall be designated by the Board of Directors.

 

Votes For      Votes Against      Abstentions      Broker Non-Votes  
  2,780,608         523,482         23,158         1,420,335   


Proposal 4: Proposal to ratify the appointment of Dixon Hughes Goodman LLP as the Registrant’s independent registered public accounting firm for 2011.

 

Votes For      Votes Against      Abstentions      Broker Non-Votes  
  4,637,618         98,576         11,389         0   

Proposal 5: Proposal to adjourn the meeting to a later date or dates, if necessary, to permit further solicitation of proxies in the event there are not sufficient votes at the time of the meeting to approve the matters to be considered by the shareholders at the meeting.

 

Votes For      Votes Against      Abstentions      Broker Non-Votes  
  4,298,959         425,805         22,819         0   

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

The following exhibit is filed herewith:

 

EXHIBIT
NO.

   DESCRIPTION OF EXHIBIT
3.1    Articles of Amendment of New Century Bancorp, Inc.


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.

 

NEW CENTURY BANCORP, INC.
By:  

/s/ Lisa F. Campbell

  Lisa F. Campbell
  Executive Vice President, Chief Financial Officer and Chief Operating Officer

Dated: August 26, 2011