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EX-99.1 - EXHIBIT 99.1 - BNC BANCORPv363305_ex99-1.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 18, 2013

 

BNC BANCORP

(Exact name of registrant as specified in its charter)

 

 

 

North Carolina   000-50128   47-0898685
(State or other jurisdiction of
incorporation or organization)
  (Commission
File No.)
  (IRS Employee
Identification No.)

 

3980 Premier 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.

 

xWritten 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 7.01        Regulation FD Disclosure

 

On December 18, 2013, BNC Bancorp (the “Company”) issued a presentation for investors in connection with the Company’s execution of merger agreements with South Street Financial Corp. and Community First Financial Group, Inc., respectively. A copy of that presentation is attached hereto as Exhibit 99.1.

 

The information provided pursuant to this Item 7.01 is to be considered “furnished” pursuant to Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, nor shall it be deemed incorporated by reference into any of the Company’s reports or filings under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such report or filing.

 

Item 8.01        Other Events

 

The Company is making available an investor presentation relating to the proposed acquisitions.

 

Item 9.01        Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description of Exhibit
     
99.1   Investor presentation dated December 18, 2013

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: December 18, 2013

 

  BNC BANCORP
     
  By: /s/ David B. Spencer
    David B. Spencer
    Senior Executive Vice President &
    Chief Financial Officer

 

 
 

 

EXHIBIT INDEX

 

Exhibit No.   Description of Exhibit
     
99.1   Investor presentation dated December 18, 2013