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) January
10, 2018
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
5.07 Submission of Matters to a Vote of Security
Holders.
On
January 10, 2018, Paragon Commercial Corporation (the
“Company”) held a special meeting of shareholders.
There were two proposals submitted to shareholders at the special
meeting. In the case of proposal 1, the Agreement and Plan of
Reorganization was approved. The second proposal, to authorize the
board of directors to adjourn or postpone the special meeting to a
later date, if necessary or appropriate, was not voted on given the
passage of proposal 1. Both proposals are described in greater
detail in the Company’s definitive proxy statement for the
special meeting, filed with the Securities and Exchange Commission
on December 1, 2017.
The
voting results were as follows:
Proposal
1: Proposal to
approve the Agreement and Plan of
Reorganization, dated as of April 26, 2017, by and among TowneBank,
TB Acquisition, LLC (“Merger Sub”), the Company, and
Paragon Commercial Bank (“Paragon Bank”), including the
related Plan of Merger, pursuant to which the Company will merge
with and into Merger Sub and, immediately thereafter, Paragon Bank
will merge with and into TowneBank.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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3,527,616
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--
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1,013
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--
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Additional Information and Where to Find It
This
communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities. In connection with
the merger, the Company has filed with the Securities and Exchange
Commission (“SEC”) a definitive proxy statement. The
Company has delivered a definitive proxy statement/prospectus to
its shareholders seeking approval of the merger and related
matters. In addition, each of TowneBank and the Company may file
other relevant documents concerning the proposed merger with the
Federal Deposit Insurance Corporation (“FDIC”) and
SEC.
The
Company’s shareholders are strongly urged to read the
definitive proxy statement/prospectus regarding the proposed merger
and other relevant documents filed with the FDIC and SEC, as well
as any amendments or supplements to those documents, because they
contain important information about TowneBank, the Company and the
proposed merger. Free copies of the definitive proxy
statement/prospectus, as well as other filings containing
information about the Company, may be obtained at the SEC’s
website (http://www.sec.gov). In addition, free copies of the
definitive proxy statement/prospectus also may be obtained by
directing a request by telephone or mail to Paragon Commercial
Corporation, 3535 Glenwood Avenue, Raleigh, North Carolina 27612,
Attention: Investor Relations (telephone: (919) 788-7770), or by
accessing the Paragon’s website at
https://www.paragonbank.com under “About Us—Investor
Relations.” The information on the Company’s website is
not, and shall not be deemed to be, a part of this report or
incorporated into other filings the Company makes with the
SEC.
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: January 12,
2018
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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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