Attached files
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EX-3.1 - EXHIBIT 3.1 - BNC BANCORP | v334508_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): February 7, 2013
Bnc bancorp
(Exact name of registrant as specified in its charter)
North Carolina | 000-50128 | 47-0898685 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1226 Eastchester Drive
High Point, North Carolina 27265
(Address of principal executive offices)
(336) 476-9200
(Registrant’s telephone number, including area code)
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 240.13(e)-4(c))
Item 3.03 | Material Modification to Rights of Security Holders |
On February 7, 2013, BNC Bancorp (the “Company”) filed Articles of Amendment (the “Articles of Amendment”) with the Secretary of State of North Carolina to amend the terms of the Company’s Mandatorily Convertible Non-Voting Preferred Stock, Series B (the “Series B Preferred Stock”) issued to Aquiline BNC Holdings LLC (“Aquiline”) on June 14, 2010 to provide for the conversion of all of Aquiline’s 1,804,566 shares of Series B Preferred Stock into 1,804,566 shares of the Company’s non-voting common stock. The Articles of Amendment are attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 5.03 | Amendments to Articles of Incorporation or Bylaws: |
Change in Fiscal Year |
The information set forth under Item 3.03 is incorporated by reference into this Item 5.03.
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
Exhibit 3.1 | Articles of Amendment dated February 7, 2013 regarding the Mandatorily Convertible Non-Voting Preferred Stock, Series B. |
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.
Dated: February 11, 2013
BNC BANCORP | |
By: /s/ David B. Spencer | |
Name: David B. Spencer | |
Its: Executive Vice President & Chief Financial Officer |
EXHIBIT INDEX
Exhibit Number |
Description |
3.1 | Articles of Amendment dated February 7, 2013 regarding the Mandatorily Convertible Non-Voting Preferred Stock, Series B. |