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) April 26, 2017
PARAGON COMMERCIAL CORPORATION
(Exact
name of registrant as specified in its charter)
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North Carolina
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001-37802
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56-2278662
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(State
or other jurisdiction of
incorporation)
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(Commission
File
Number)
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(IRS
Employer Identification
No.)
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3535 Glenwood Avenue
Raleigh, North Carolina
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27612
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code (919)
788-7770
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))
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2
of the Securities Exchange Act of 1934.
Emerging growth
company ☑
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☑
Item
5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(e)
Amendment to
Salary Continuation Agreements with Matthew C. Davis.
On April 26, 2017, Paragon Commercial
Bank (the “Bank”) entered into an Amendment to Paragon
Commercial Bank Salary Continuation Agreement (the
“Amendment”) with Matthew C. Davis, its executive vice
president and chief operating officer. The Amendment amends the
Restated Salary Continuation Agreement with Mr. Davis, effective
January 1, 2017 (filed as Exhibit 10.3 to Paragon Commercial
Corporation’s (the “Company”) Current Report on
Form 8-K filed on January 5, 2017), as well as the Salary
Continuation Agreement with Mr. Davis, effective January 1, 2017
(filed as Exhibit 10.4 to the Company’s Current Report on
Form 8-K filed on January 5, 2017).
The
Amendment was entered into in connection with the Company’s
proposed merger with TowneBank, as described in the Company’s
Current Report on Form 8-K filed on May 1, 2017.
The
Salary Continuation Agreements provide certain benefits if Mr.
Davis has a “separation from service” that is a
“voluntary termination with good reason” within
twenty-four months after a “change in control” of the
Company or the Bank (as such terms are defined in the Salary
Continuation Agreements). A “voluntary termination with good
reason” is considered to have occurred if any of the
following occur without Mr. Davis’s advance written
consent:
(1)
a material diminution of base salary,
(2)
a material diminution of authority, duties, or
responsibilities,
(3)
a material diminution in the authority, duties, or responsibilities
of the supervisor to whom Mr. Davis is required to
report,
(4)
a material diminution in the budget over which Mr. Davis retains
authority,
(5)
a material change in the geographic location at which Mr. Davis
must perform services for the Bank, or
(6)
any other action or inaction that constitutes a material breach by
the Bank of the agreement under which Mr. Davis provides services
to the Bank.
Under
the terms of the Amendment, Mr. Davis and the Bank agree that Mr.
Davis’s entering into an employment agreement with TowneBank
constitutes advance written consent to any diminution or change
under items (2) through (4) above that arise from changes in Mr.
Davis’s position, title, supervisor, or duties in connection
with the Company’s proposed merger with
TowneBank.
The
Amendment is effective upon consummation of the merger with
TowneBank.
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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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PARAGON
COMMERCIAL CORPORATION
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Date: May 2,
2017
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By:
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/s/
Steven
E. Crouse
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Steven E.
Crouse
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Executive
Vice President and Chief Financial
Officer
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