As filed
with the Securities and Exchange Commission on June 29, 2010
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
___________________________
FORM
S-3
REGISTRATION
STATEMENT UNDER THE
SECURITIES
ACT OF 1933
FIRST
BANCORP
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(Exact
Name of Registrant as Specified in its
Charter)
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North
Carolina
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(State
or Other Jurisdiction of
Incorporation
or Organization)
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56-1421916
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(I.R.S.
Employer
Identification
Number)
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341
North Main Street, P.O. Box 508,
Troy,
North Carolina 27371-0508
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(Address
of Principal Executive Offices,
Including
Zip Code)
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(910)
576-6171
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(Telephone
Number of Principal Executive Offices, Including Area
Code)
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|
Jerry
L. Ocheltree
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President
and Chief Executive Officer
First
Bancorp
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341
North Main Street
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P.O.
Box 508
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Troy,
North Carolina 27371-0508
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(910)
576-6171
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(Name,
Address and Telephone Number of
Agent
for Service)
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|
______________________________
Copy
to:
Henry H.
Ralston
Robinson,
Bradshaw & Hinson, P.A.
101 North
Tryon Street, Suite 1900
Charlotte,
North Carolina 28246
(704)
377-2536
Approximate
date of commencement of proposed sale to public: From time to time
after the effective date of this Registration Statement.
If the
only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following
box.
x
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.
¨
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.
¨
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering.
¨
If this Form is a registration
statement pursuant to General Instruction I.D. or a post-effective amendment
thereto that shall become effective upon filing with the Commission pursuant to
Rule 462(e) under the Securities Act, check the following box.
¨
If this Form is a post-effective
amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following
box.
¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer
¨
Accelerated
filer
x
Non-accelerated filer
¨
Smaller
reporting company
¨
(Do not
check if a smaller reporting company)
CALCULATION
OF REGISTRATION FEE
Title
of Each Class
of
Securities to Be
Registered
|
Amount
to Be
Registered
(1), (2)
|
Proposed
Maximum
Offering
Price
Per
Unit (3)
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Proposed
Maximum
Aggregate
Offering
Price
(3)
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Amount
of
Registration
Fee (2), (3)
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Common
Stock, no
par
value per share
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130,000
shares
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$15.08
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$1,960,400
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$139.78
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(1)
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Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended, this
Registration Statement also relates to an indeterminate number of
additional shares of common stock issuable with respect to the shares
registered hereunder in the event of a stock split, stock dividend or
other similar transaction.
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(2)
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Does
not include shares of common stock previously registered on Registration
Statement No. 333-71431 on Form S-3, as amended, Registration Statement
No. 333-117575 on Form S-3, and Registration Statement No. 333-150099 on
Form S-3. Pursuant to Rule 429 under the Securities Act of
1933, as amended, the prospectus that forms a part of this Registration
Statement shall also relate to 181,000
shares
|
of common
stock, which became 271,500 shares pursuant to a subsequent stock split,
previously registered for issuance and sale pursuant to Registration Statement
No. 333-71431, as amended, 120,000 shares of common stock, which became 180,000
shares pursuant to a subsequent stock split, previously registered for issuance
and sale pursuant to Registration Statement No. 333-117575, and 175,000 shares
of common stock previously registered for issuance and sale pursuant to
Registration Statement No. 333-150099. Registration fees in the
amount of $1,149.47, $455.36, and $141.00, respectively, were previously paid to
the Securities and Exchange Commission in connection with these previously
registered shares.
(3)
|
Estimated
solely for the purpose of calculating the registration fee in accordance
with Rule 457(c) based on the average of the high and low reported sales
price of First Bancorp common stock on the Nasdaq Global Select Market on
June 28, 2010.
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INTRODUCTORY
STATEMENT NOT FORMING
PART
OF THE PROSPECTUS
Pursuant
to Rule 429 under the Securities Act of 1933, as amended, this Registration
Statement contains a combined prospectus that also relates to the Registration
Statements on Form S-3 (Registration Nos. 333-150099, 333-117575, and 333-71431)
previously filed by the Registrant with the Securities and Exchange
Commission.
PROSPECTUS
First
Bancorp
756,500
Shares of Common Stock
DIVIDEND
REINVESTMENT AND COMMON STOCK PURCHASE PLAN
(As
Amended and Restated)
As a
service to registered shareholders of our common stock, we are pleased to offer
the First Bancorp Dividend Reinvestment and Common Stock Purchase Plan (as
amended and restated, the “Plan”). The Plan is designed to promote
long-term ownership in us by providing a convenient and inexpensive
way:
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·
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to
reinvest all or a portion of your cash dividends in additional shares of
our common stock; and
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·
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to
purchase our common stock through optional cash
payments.
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The
shares issued pursuant to the Plan may be newly issued shares purchased from us
or previously issued shares purchased in the open market or through privately
negotiated transactions or from other participants in the Plan. The
price to be paid for newly issued shares or shares purchased from other
participants will be an amount equal to the fair market value on the date such
shares are purchased. The price for any open market or privately
negotiated purchases will be the weighted average price of such shares paid by
the administrator of the Plan based on your allocable portion of the shares
purchased over a particular period, plus a proportionate share of brokerage
commission incurred thereon. Brokerage commissions have not typically
been paid in past open market transactions, except for nominal transaction fees
that have not exceeded $100 per year in the aggregate for all shares
acquired.
This
prospectus is being offered to prospective participants in the Plan, who should
retain this prospectus for future reference. You may enroll in the
Plan by completing an authorization form and returning it to Registrar and
Transfer Company, 10 Commerce Drive, Cranford, New Jersey 07016,
Attention: First Bancorp Dividend Reinvestment Plan
Administrator. If you participate in the Plan, you may terminate
participation at any time. If you do not wish to participate in the
Plan, you do not need to take any action, and you will continue to receive cash
dividends, if, as and when declared.
IF
YOU PARTICIPATE IN THE PLAN, YOU WILL BE PURCHASING SHARES OF OUR COMMON STOCK
AND SHOULD CONSIDER CAREFULLY THE RISK FACTORS IDENTIFIED ON PAGE
3.
___________
This
prospectus covers 756,500 shares of our common stock available for
purchase under the Plan.
Our
common stock is listed on the Nasdaq Global Select Market under the symbol
“FBNC.” On June 28, 2010, the last reported sales price was
$15.10 per share.
Our
headquarters are located at 341 North Main Street, Troy, North Carolina
27371, and our telephone number is (910) 576-6171.
__________
June
29, 2010
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Investments
in our common stock are not guaranteed or insured by anyone, including the
Federal Deposit Insurance Corporation or any other federal or state
governmental agency. Unlike checking and savings accounts, an
investment in our common stock involves investment risks, including the
potential loss of your entire investment.
Neither the Securities and
Exchange Commission nor any state securities commission has approved or
disapproved any of these securities or determined if this prospectus is
truthful or complete. Any representation to the contrary is
a
criminal
offense
.
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TABLE
OF CONTENTS
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Page
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The
Company
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2
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The
Plan
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3
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Risk
Factors
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3
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Forward-Looking
Statements
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4
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Use
of Proceeds
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4
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Description
of the Plan
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4
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Plan
of Distribution
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9
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Where
You Can Find More Information; Incorporation By Reference
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9
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Legal
Matters
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10
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Experts
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10
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ABOUT
THIS PROSPECTUS
This prospectus is part of a
Registration Statement on Form S-3 that we filed with the Securities and
Exchange Commission, or the SEC. This prospectus does not contain all
of the information set forth in the Registration Statement, portions of which we
have omitted as permitted by the rules and regulations of the
SEC. Statements contained in this prospectus as to the contents of
any contract or other document are not necessarily complete. If the
SEC’s rules and regulations require that a contract or document be filed as an
exhibit to the Registration Statement, we refer you to the copy of the contract
or document filed as an exhibit to the Registration Statement for a complete
description. You should rely only on the information in our
prospectus and the documents that are incorporated by reference. We
have not authorized anyone else to provide you with different
information. We are not offering these securities in any state where
the offer is prohibited by law. You should not assume that the
information in our prospectus or any incorporated document is accurate as of any
date other than the date of the document. References to “we,” “us” or
“our” refer to First Bancorp and its directly or indirectly owned subsidiaries,
unless the context otherwise requires.
SUMMARY
The
Company
First
Bancorp, or the Company, is a bank holding company. The principal
activity of the Company is the ownership and operation of First Bank, a
state-chartered bank with its main office in Troy, North
Carolina. The Company also owns and operates a nonbank subsidiary,
Montgomery Data Services, Inc., a data processing company. These
subsidiaries are fully consolidated for financial reporting
purposes. The Company is also the parent to a series of statutory
business trusts organized under the laws of the State of Delaware that were
created for the purpose of issuing trust preferred debt
securities. The Company’s outstanding debt associated with these
trusts was $67.0 million at December 31, 2009 and 2008,
respectively.
The
Company was incorporated in North Carolina on December 8, 1983, as Montgomery
Bancorp, for the purpose of acquiring 100% of the outstanding common stock of
First Bank through a stock-for-stock exchange. On December 31, 1986,
the Company changed its name to First Bancorp to conform its name to the name of
First Bank, which had changed its name from Bank of Montgomery to First Bank in
1985. First Bank was organized in North Carolina in 1934 and began
banking operations in 1935 as the Bank of Montgomery, named for the county in
which it operated. As of December 31, 2009, First Bank operated in a
36-county area centered in Troy, North Carolina. Troy, population
3,500, is located in the center of Montgomery County, approximately 60 miles
east of Charlotte, 50 miles south of Greensboro, and 80 miles southwest of
Raleigh. First Bank conducts business from 91 branches covering a
geographical area from Little River, South Carolina to the southeast, to
Wilmington, North Carolina to the east, to Kill Devil Hills, North Carolina to
the northeast, to Radford, Virginia to the north, to Wytheville, Virginia to the
northwest, and to Harmony, North Carolina to the west. First Bank
also has a loan production office in Blacksburg, which is located in
southwestern Virginia and represents First Bank’s furthest location to the north
of Troy. Of First Bank’s 91 branches, 77 are in North Carolina, with
nine branches in South Carolina and five branches in Virginia (where First Bank
operates under the name “First Bank of Virginia”). Ranked by assets,
First Bank was the sixth largest bank headquartered in North Carolina as of
December 31, 2009.
On June
19, 2009, First Bank acquired substantially all of the assets and liabilities of
Cooperative Bank, which had been closed earlier that day by regulatory
authorities. Cooperative Bank operated through 24 branches located
primarily in the coastal region of North Carolina. In connection with
the acquisition, First Bank assumed assets with a book value of $959 million,
including $829 million in loans and $706 million in deposits. The
loans and foreclosed real estate purchased are covered by loss share agreements
between the Federal Deposit Insurance Corporation (FDIC) and First Bank, which
afford First Bank significant loss protection. The Company recorded a
gain of $67.9 million as a result of this acquisition.
First
Bank has two wholly owned subsidiaries, First Bank Insurance Services, Inc.
(“First Bank Insurance”) and First Troy SPE, LLC. First Bank
Insurance was acquired as an active insurance agency in 1994 in connection with
the Company’s acquisition of a bank that had an insurance
subsidiary. On December 29, 1995, the insurance agency operations of
First Bank Insurance were divested. From December 1995 until October
1999, First Bank Insurance was inactive. In October 1999, First Bank
Insurance began operations again as a provider of non-FDIC insured investments
and insurance products. Currently, First Bank Insurance’s primary
business activity is the placement of property and casualty insurance
coverage. First Troy SPE, LLC, which was organized in December 2009,
is a holding entity for certain foreclosed properties.
The
Company’s principal executive offices are located at 341 North Main Street,
Troy, North Carolina 27371-0508, and its telephone number is (910)
576-6171.
The
Plan
The Plan
offers our shareholders a simple and convenient method of reinvesting cash
dividends to purchase additional shares of our common stock, as well as of
purchasing shares through optional cash payments. Registrar and
Transfer Company, a New Jersey corporation, has been appointed the administrator
of the Plan to act as plan administrator for shareholders electing to
participate in the Plan.
The
dividends and optional cash payments invested pursuant to the Plan will be used
to purchase newly issued shares of common stock from us or to purchase shares of
common stock in the open market or privately negotiated transactions or from
other participants in the Plan. The price of newly issued shares of
common stock purchased from us or shares purchased from other participants shall
be an amount equal to the fair market value (as determined pursuant to the Plan)
of such shares on the date on which such shares are purchased. The
price at which the plan administrator shall be deemed to have purchased shares
for a participant’s account in the open market or privately negotiated
transactions will be the weighted average price of such shares paid by the plan
administrator for the participant’s allocable portion of shares purchased over a
particular period that common stock was purchased, plus the participant’s
proportionate share of any brokerage commissions incurred
thereon. Each participant’s share of brokerage commissions may be
less than he might incur individually because the plan administrator will buy
shares in volume. Brokerage commissions have not typically been paid
in past open market transactions, except for nominal transaction fees that have
not exceeded $100 per year in the aggregate for all shares
acquired. Dividends will be reinvested on a quarterly basis, and
optional cash payments will be invested on a monthly basis.
You may
enroll in the Plan by completing an authorization form and returning it to
Registrar and Transfer Company, 10 Commerce Drive, Cranford, New Jersey 07016,
Attention: First Bancorp Dividend Reinvestment Plan
Administrator. You may obtain an authorization form from Registrar
and Transfer Company at the preceding address, or from the Company by writing to
First Bancorp, P.O. Box 508, Troy, North Carolina 27371, Attention: Anna G.
Hollers. You may terminate participation in the Plan at any
time. If you do not wish to participate in the Plan, you will
continue to receive cash dividends, if and when paid, by check.
RISK
FACTORS
Before
choosing to invest in our common stock, we urge you to carefully consider the
risk factors contained under the heading “Risk Factors” in our most recent
Annual Report on Form 10-K, which risk factors are incorporated by reference
into this prospectus, as well as the following factors, each of which could
affect our financial results and the performance of our common stock, as well as
the information contained in the rest of this prospectus:
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·
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competitive
pressure in the banking industry may increase
significantly;
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·
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changes
in the interest rate environment may reduce
margins;
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·
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general
economic conditions, either national or regional, may be less favorable
than expected, resulting in, among other things, deterioration of asset
quality;
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·
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changes
may occur in the regulatory
environment;
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·
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changes
may occur in business conditions and inflation;
and
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·
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changes
may occur in the securities
markets.
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FORWARD-LOOKING
STATEMENTS
Certain statements contained in or
incorporated by reference into this prospectus could be deemed forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). We intend such statements to be covered by the
safe-harbor provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995.
Forward-looking
statements are statements that include projections, predictions, expectations or
beliefs about future events or results or otherwise are not statements of
historical fact. Such statements are often characterized by the
use of qualifying words (and their derivatives) such as “expect,” “believe,”
“estimate, “plan,” “project,” or other statements concerning opinions or
judgment of the Company and its management about future
events. Factors that could influence the accuracy of such
forward-looking statements include, but are not limited to, the financial
success or changing strategies of our customers, our level of success in
integrating acquisitions, actions of government regulators, the level of market
interest rates, and general economic conditions, and also include the matters
discussed above under “Risk Factors” as well as risk factors incorporated by
reference into this prospectus.
USE
OF PROCEEDS
We do not
know the number of shares of our common stock that will ultimately be purchased
pursuant to the Plan, or the prices at which such shares will be
purchased. The proceeds from original issuances by us of our common
stock to participants under the Plan will be used for general corporate
purposes. We will not receive any proceeds when shares of our common
stock are purchased in the open market or privately negotiated transactions or
from other Plan participants.
DESCRIPTION
OF THE PLAN
The
following description of the Plan does not purport to be complete and is subject
to, and qualified in its entirety by reference to, all of the provisions of the
Plan. We will provide copies of the Plan upon request to Anna G.
Hollers, First Bancorp, Post Office Box 508, Troy, North Carolina 27371-0508,
telephone (910) 576-6171. The Plan initially became effective in
1993, and was amended and restated effective January 26,
1999. Capitalized terms used in this description have the same
meaning given to them in the Plan, unless the context requires
otherwise.
1.
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All
holders of record of our common stock are eligible to participate in the
Plan. Beneficial owners of common stock whose shares are held
for them in registered names other than their own, such as in the names of
brokers, bank nominees or trustees, should, if they wish to participate in
the Plan, either arrange for the holder of record to join the Plan or have
the shares they wish to enroll in the plan transferred to their own
names.
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2.
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Any
holders of record of our common stock may elect to become a participant in
the Plan by returning to the plan administrator a properly completed
authorization form, which appoints the plan administrator as agent for the
participant and:
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(a)
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authorizes
us to pay to the plan administrator for the participant’s account all cash
dividends payable on the common stock that the participant has enrolled in
the Plan;
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(b)
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authorizes
the plan administrator to retain for credit to the participant’s account
any cash dividends and any shares of common stock distributed as a
non-cash dividend or otherwise on the shares of common stock purchased
pursuant to the Plan (“Plan Shares”) and credited to the participant’s
account and to distribute to the participant any other non-cash dividend
paid on the Plan Shares; and
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(c)
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authorizes
the plan administrator to apply such cash dividends and/or any optional
cash payments made by the participant pursuant to Paragraph 5 below to the
purchase of shares of common stock in accordance with the terms and
conditions of the Plan.
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3.
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After
receipt of the properly completed authorization form, the plan
administrator will open an account under the Plan as plan administrator
for the participant and will credit to such
account:
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(a)
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all
cash dividends received by the plan administrator from us on shares of
common stock registered in the participant’s name and enrolled in the Plan
by the participant, commencing with the first dividends paid after receipt
of the authorization form by the plan administrator, provided that the
authorization form is received at least five (5) business days prior to a
dividend record date;
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(b)
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all
optional cash payments received from the participant pursuant to Paragraph
5 below;
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(c)
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all
full or fractional Plan Shares purchased for the participant’s account
after making appropriate deduction for the purchase price of such
shares;
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(d)
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all
cash dividends received by the plan administrator on any full or
fractional Plan Shares credited to the participant’s
account;
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(e)
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any
shares of common stock distributed by us as a dividend or otherwise on
Plan Shares credited to the participant’s account;
and
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(f)
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any
shares of common stock transferred by the participant pursuant to
Paragraph 10 below.
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4.
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Cash
dividends and optional cash payments held for a participant’s Plan account
will be commingled with the cash dividends and optional cash payments held
for all other accounts under the Plan and will be applied to the purchase
of common stock. The plan administrator will make arrangements
to use reinvested dividends to purchase common stock on a quarterly basis,
on or about the applicable dividend payment date. The plan
administrator will make arrangements to use optional cash payments to
purchase common stock at least once monthly, on or about the 25th day of
each calendar month. In the discretion of the plan
administrator, purchases of common stock made with reinvested cash
dividends may be made together with purchases of common stock made with
optional cash payments in those months that cash dividends are
paid. In any case, purchases may be made over a number of days
to meet the requirements of the Plan. No interest will be paid
on any dividends or optional cash
payments.
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Shares
needed to meet the requirements of the Plan may be acquired on any securities
exchange on which the common stock is traded or in the over-the-counter market
(together, the “open market”), in negotiated transactions or by purchasing
shares being sold under the Plan by other participants. In addition,
in our discretion and subject to requirements of the SEC, shares may be
purchased directly from us to be issued from authorized but unissued
shares. If the plan administrator makes purchases in the open market
or privately negotiated transactions, a participant’s price per share will be
the weighted average price of shares purchased over the relevant period to
satisfy Plan requirements, plus the participant’s proportionate share of the
brokerage commission incurred by the plan administrator in connection with
purchases of Plan Shares during such period. If the plan
administrator purchases shares directly from us or from other participants, a
participant’s price per share will be the fair market value of the common stock
on the day the shares are purchased. “Fair market value” with respect
to any day means the average of the high and low asked prices for shares of
common stock, or in the absence of such information, as determined by the plan
administrator on the basis of such market quotations or other market information
as it deems appropriate.
A
participant’s account will be credited with a number of shares of common stock
equal to the amount of cash dividends and/or optional cash payments invested on
behalf of the participant, divided by the applicable price per share of common
stock, with fractional shares computed to at least four decimal
places. Certificates for shares of common stock purchased under the
Plan will not customarily be issued to the participants. Instead, the
plan administrator will hold all shares in the name of one of its nominees, and
the shares of common stock that a participant buys under the Plan will be
credited to and maintained in the participant’s Plan account. This
feature protects against loss, theft or destruction of stock
certificates. The participant will receive a periodic statement from
the plan administrator detailing the status of the participant’s
holdings.
In
certain circumstances, the lack of shares available for purchase, compliance
with banking and securities laws, the observance of rules and regulations of
governmental regulatory bodies or other conditions may result in delays or
temporary curtailment or suspension of purchases of common stock under the
Plan. Typically, purchases will resume when shares are again
available or when purchases are again permitted.
If, for
any reason, the plan administrator does not acquire shares of the common stock
within thirty-five (35) days of receipt of optional cash payments or thirty (30)
days after the dividend date for dividend reinvestments, the plan administrator
shall remit such cash amounts to the participant promptly after such
thirty-fifth (35th) or thirtieth (30th) day.
Because
the plan administrator will arrange for the purchase of shares on behalf of the
Plan, neither we nor any participant in the Plan has the authority or power to
control either the timing or pricing of shares purchased or the selection of the
broker making the purchase. Therefore, participants will not be able
to time precisely their purchases through the Plan and will bear the market risk
associated with fluctuations in the price of our common stock. It is
possible that the market price of the common stock could go up or down before
the broker purchases stock with the participant’s funds.
5.
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The
participant may at any time deposit with the plan administrator for credit
to his account optional cash payments in amounts not less than twenty-five
($25.00) and not greater than two thousand five hundred dollars
($2,500.00) during any dividend quarter. Each optional cash
payment must be accompanied by the stock purchase form furnished by the
plan administrator. The plan administrator will commingle the
funds credited to a participant’s account with optional cash payments
credited to all accounts under the Plan and will apply such funds to the
purchase of shares of common stock as described in Paragraph 4
above. Payments received less than five (5) business days prior
to the 25
th
of a month will not be invested until the following month on or about the
25
th
of that month.
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6.
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The
plan administrator will mail to each participant a statement summarizing
transactions in his account for each period in which there is
activity.
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7.
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The
plan administrator may hold the Plan Shares of all participants together
in its name or in the name of its nominee. No certificates will
be delivered to a participant for Plan Shares except upon written request
or upon termination of the account. A participant may request
certificates for any full shares credited to his account at any
time. No certificates will be delivered for fractional
shares. Accounts under the Plan will be maintained in the name
in which the participant’s certificates are registered when the
participant enrolls in the Plan, and certificates for full shares will be
similarly registered when issued to the
participant. Certificates will be registered and issued in
names other than the account name, subject to compliance with any
applicable laws and payment by the participant of any applicable fees and
taxes, provided that the participant makes a written request therefor in
accordance with our usual requirements for the registration of a transfer
of our common stock.
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8.
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The
automatic reinvestment of dividends does not relieve the participant of
any income tax that may be payable on such dividends. The plan
administrator will comply with all applicable Internal Revenue Service
requirements concerning the filing of information returns for dividends
credited to each account under the Plan, and such information will be
provided to the participant by a duplicate of that form or in a final
statement of account for each calendar year. With respect to
participants whose dividends are subject to United States domestic or
foreign income tax withholding, the plan administrator will comply with
all applicable Internal Revenue Service requirements concerning the amount
of tax to be withheld, which will be deducted from the dividends prior to
investment.
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9.
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The
plan administrator will forward, as soon as practicable, any proxy
solicitation materials to the participant. The plan
administrator will vote any full and/or fractional Plan Shares that it
holds for the participant’s account in accordance with the participant’s
directions. If a participant does not return a signed proxy to
the plan administrator, the plan administrator will not vote such
shares.
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10.
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A
participant may transfer any issued shares of common stock held of record
in his name to the plan administrator or the plan administrator’s nominee
and such shares will be held by the plan administrator for his account as
Plan Shares subject to the terms and conditions of this
Agreement.
|
11.
|
A
participant may terminate his account at any time by giving a written
notice of termination to the plan administrator. Any such
notice of termination received by the plan administrator less than five
(5) business days prior to a dividend record date will not become
effective until dividends paid on the dividend payable date have been
invested. The plan administrator may terminate a participant’s
account upon written notice to the participant if there is less than one
whole share remaining in the participant’s account and the participant is
not a registered shareholder of any shares of common stock for which
dividends have been designated for Plan reinvestment. Upon
termination, the participant may elect in writing to receive certificates
representing the full Plan Shares credited to his account and cash in lieu
of fractional shares or he may elect in writing to receive cash for all
the full and fractional Plan Shares credited to his account. If
no written election is made at the time the plan administrator receives
the written notice of termination from the participant or prior to
expiration of the thirty (30) days notice period when the plan
administrator terminates a participant’s account, certificates will be
issued for all full Plan Shares and the participant will receive cash for
any fractional shares. When the participant terminates his
account, certificates will be issued within thirty (30) days of the notice
of termination being given by such
participant.
|
In the
event a participant elects to receive cash for the Plan Shares credited to his
account, the plan administrator will, as soon as practicable after receipt of a
written request, sell such Plan Shares and deliver to the participant the
proceeds of the sale (with such sales proceeds being delivered not later than
thirty (30) days after the plan administrator’s receipt of such request), less
any brokerage commissions and any other costs of sale. Any full
shares and fractional interests in shares may be aggregated and sold with those
of other terminating participants. The proceeds to each participant,
in such case, will be the average sale price of all shares so aggregated and
sold less the participant’s pro rata share of any brokerage commissions and
other costs of sale. Such sales may, but need not, be made by
purchase for other participants’ accounts under the Plan, in which case the sale
price per share of our common stock will be as reported by the principal stock
exchange, or other appropriate market as determined by the plan administrator,
on which the stock is traded on the day of receipt by the plan administrator of
the notice of termination or, if the stock is not traded on the date of receipt,
the mean between the bid and asked price or such other market quotation as the
plan administrator may deem appropriate on such date.
In all
terminations, fractional interests held in the participant’s account and not
otherwise aggregated and sold will be purchased by the plan administrator for
cash at a price deemed to be the closing sale price per share of our common
stock as reported by the principal stock exchange, or other appropriate market
as determined by the plan administrator, on which the stock is traded on the
date of receipt by the plan administrator of the notice of termination or, if
the stock in not traded on the date of such receipt, such closing sale price on
the next prior date that it was so traded.
12.
|
A
participant may at any time, without terminating participation in the
Plan, withdraw any or all full shares credited to his account by sending
written instructions to the plan administrator. A withdrawal
form is provided on the reverse side of the detachable bottom portion of
the plan statement. The participant may request that
certificates be issued for a specified number of full shares or that a
specified number of full shares be sold and a check issued for the net
proceeds.
|
13.
|
If
at any time a participant ceases to be a record holder of common stock
other than due to transfer of shares to the plan administrator to be held
for his account pursuant to Paragraph 10 above, the plan administrator, at
our direction, may mail a written notice to such participant requesting
instructions as to the disposition of stock in the participant’s account
under the Plan. If within thirty (30) days of mailing such
notice the plan administrator does not receive instructions from the
participant, the plan administrator, may, at our direction, terminate the
participant’s account.
|
14.
|
Participants
must notify the plan administrator promptly in writing of any change of
address. Notices or statements from the plan administrator to
the participant may be given or made by letter addressed to the
participant at his last address of record with the plan administrator and
any such notice or statement shall be deemed given or made when received
by the participant or five (5) days after mailing, whichever occurs
earlier.
|
15.
|
Participants
shall not sell, pledge, hypothecate, assign, or transfer any Plan Shares
held for their accounts by the plan administrator, nor shall any
participant have any right to draw checks or drafts against his
account. The plan administrator has no obligation to follow any
instructions of a participant with respect to the Plan Shares or any cash
held in his account except as expressly provided under the terms and
conditions of the Plan.
|
16.
|
We
will either pay directly or reimburse the plan administrator for the costs
of administering the Plan, including but not limited to the costs of
printing and distributing Plan literature to record holders of common
stock, forwarding proxy solicitation material to participants, and mailing
confirmations of account transactions, account statements, and other
notices to participants, and reasonable clerical expenses associated
therewith. As discussed above in Paragraphs 4 and 11, each
participant will share proportionately in brokerage commissions incurred
by the plan administrator in transactions involving Plan Shares; there
will be no brokerage commissions for newly issued shares purchased from
us.
|
17.
|
Neither
we nor the plan administrator or its nominee(s) shall be liable hereunder
for any action taken in good faith or for any good faith omission to act,
including without limitation any claims of
liability:
|
|
(a)
|
arising
out of failure to terminate the participant’s account upon the
participant’s death, prior to receipt of written notice of such death
accompanied by documentation satisfactory to the plan
administrator;
|
|
(b)
|
with
respect to the price at which Plan Shares are either purchased or sold for
the participant’s account or the timing of, or terms on which, such
purchases or sales are made; or
|
|
(c)
|
for
the market value or fluctuations in market value before or after the
purchase of Plan Shares credited to the participant’s
account.
|
We agree
to indemnify and hold harmless the plan administrator and its nominee(s) from
all taxes, charges, expenses, assessments, claims, and liabilities, and any
costs incident thereto, arising under federal or state law from the plan
administrator’s or our acts or omissions to act in connection with the Plan;
provided that neither the plan administrator nor its nominee(s) shall be
indemnified against any liability or costs incident thereto arising out of the
plan administrator’s or its nominee’s own willful misfeasance, bad faith, gross
negligence, or reckless disregard of its duties under the Plan.
18.
|
All
purchases of common stock pursuant to the Plan will be made by the plan
administrator as the independent plan administrator of the Plan and
neither we nor any of our affiliates will have any authority or power to
direct the time and price at which securities may be purchased pursuant to
the Plan, the amount of securities to be purchased, or the selection of
any broker or dealer through whom purchases are to be
made. Notwithstanding the foregoing, subject to requirements of
the SEC and the provisions of Paragraph 4, we may direct the plan
administrator as to whether shares should be purchased directly from us or
from other sources. The plan administrator will continue to
operate the Plan only so long as the plan administrator neither directly
nor indirectly controls or is controlled by us or our affiliates and is
not under common control with us or our affiliates. We and the
plan administrator agree that, in the event that any person serves
simultaneously as a director of the plan administrator or any affiliate of
the plan administrator and also as our director or a director of any of
our affiliates, such director will undertake to abstain from participating
in any decisions relating to the Plan or the purchase or sale of
securities pursuant to the Plan.
|
19.
|
We
or the plan administrator may terminate the Plan at any
time. The terms and conditions of the Plan may be amended by us
or the plan administrator, with our concurrence, at any time, provided
that we may make such an amendment only once in any six (6) month
period. No waiver or modification of the terms or conditions of
the Plan shall be deemed to be made by the plan administrator unless in
writing and signed by an authorized representative of the plan
administrator, and any waiver or modification shall apply only to the
specific instance involved.
|
Such
amendments as may be required from time to time due to changes in or new rules
and regulations under the federal securities laws may be made by the plan
administrator prior to notice to each participant.
20.
|
The
Plan, the authorization form incorporated therein and made by reference a
part of the Plan, and the accounts of participants maintained by the plan
administrator under the Plan shall be governed by and construed in
accordance with the internal laws of the State of North
Carolina.
|
PLAN
OF DISTRIBUTION
The
shares of common stock offered hereby will be offered directly to participants
without underwriters, as described in this prospectus. Newly issued
shares that are purchased from us and shares purchased from other participants
will be priced at fair market value, and no commissions or fees will be payable
in connection with such purchases. If shares are purchased in the
open market or in privately negotiated transactions, the price will be the
weighted average price of such shares paid for the participant’s allocable
portion of shares purchased over a particular period, plus the participant’s
proportionate share of any brokerage commissions incurred. Brokerage
commissions have not typically been paid in past open market transactions,
except for nominal transaction fees that have not exceeded $100 per year in the
aggregate for all shares acquired.
WHERE
YOU CAN FIND MORE INFORMATION;
INCORPORATION
BY REFERENCE
We file
annual, quarterly and special reports, proxy statements and other information
with the SEC. You may read and copy any document that we file with
the SEC at its Public Reference Room located at 100 F Street, N.E., Washington,
DC 20549. You may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The SEC
maintains an Internet site that contains our reports, proxy statements and other
information. You may access this information through the SEC’s EDGAR
database at the SEC’s Internet site, http://www.sec.gov. In addition,
you can find information about us and links to our SEC filings on our Internet
site, http://www.firstbancorp.com.
The SEC
allows us to “incorporate by reference” into this prospectus the information we
file with it. This means that we can disclose important business and
financial information in our SEC filings by referring you to the documents
containing this information. All information incorporated by
reference is part of this prospectus, unless and until that information is
updated and superseded by the information contained in this prospectus or any
later incorporated information. Any information that we subsequently
file with the SEC that is incorporated by reference will automatically update
and supersede any previous information that is part of this
prospectus. We incorporate by reference the information and documents
listed below:
|
·
|
our
Annual Report on Form 10-K for the fiscal year ended December 31,
2009;
|
|
·
|
our
Quarterly Report on Form 10-Q for the three months ended March 31,
2010;
|
|
·
|
our
Current Reports on Form 8-K filed on February 16, 2010, February 25, 2010,
March 25, 2010, May 17, 2010, and May 26,
2010;
|
|
·
|
the
description of our common stock contained in our Registration Statement on
Form 8-A filed with the SEC on April 8, 1987;
and
|
|
·
|
all
documents subsequently filed by us with the SEC pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered by this Registration
Statement have been sold or that deregisters all securities then remaining
unsold.
|
Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document (which also is or
is deemed to be incorporated by reference herein) modifies or supersedes such
statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
This
prospectus is part of a Registration Statement on Form S-3 that we have filed
with the SEC relating to the shares offered by this prospectus. As
permitted by SEC rules, this prospectus does not contain all the information
contained in the Registration Statement and accompanying exhibits and schedules
we file with the SEC. You may refer to the Registration Statement,
the exhibits and schedules for more information about us and our common
stock. The Registration Statement, exhibits and schedules also are
available at the SEC’s Public Reference Rooms or through its EDGAR database on
the Internet.
You may
obtain, at no cost, a copy of the documents incorporated by reference into this
prospectus by writing us at the following address:
First
Bancorp
341 North
Main Street
Post
Office Box 508
Troy,
North Carolina 27371-0508
Attention: Corporate
Secretary
You may
also call to request copies, at no cost, of the documents incorporated by
reference into this prospectus. Telephone requests should be directed
to (910) 576-6171.
LEGAL
MATTERS
Certain
legal matters with respect to the shares of common stock offered under the Plan
will be passed upon for us by Robinson, Bradshaw & Hinson, P.A., Charlotte,
North Carolina. As of March 31, 2010, members of Robinson, Bradshaw
& Hinson, P.A. beneficially owned less than 1%
of the Company’s common
stock.
EXPERTS
The
consolidated financial statements of the Company and its subsidiaries as of
December 31, 2009 and 2008 and for each of the years in the three-year period
ended December 31, 2009 have been incorporated by reference herein and in the
Registration Statement in reliance upon the report of Elliott Davis, PLLC,
independent registered public accounting firm, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and
auditing.
Dividend
Reinvestment and Common Stock
Purchase
Plan
(As
Amended and Restated)
756,500
Shares
Common
Stock
FIRST
BANCORP
PROSPECTUS
June 29,
2010
PART
II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution.
The
estimated expenses in connection with the offering are as
follows. Other than the SEC registration fee, all items shown are
estimates.
SEC
Registration Fee
|
|
$
|
140
|
|
Transfer
Agent Fees Printing and Engraving
|
|
|
500
|
|
Legal
Fees and Expenses
|
|
|
5,000
|
|
Accounting
Fees and Expenses
|
|
|
1,200
|
|
Plan
Administrator Fees
|
|
|
500
|
|
Miscellaneous
|
|
|
200
|
|
Total:
|
|
$
|
7,540
|
|
Item
15. Indemnification of Directors and Officers.
Section
55-2-02 of the North Carolina Business Corporation Act (the “Business
Corporation Act”) enables a corporation in its articles of incorporation to
eliminate or limit, with certain exceptions, the personal liability of a
director for monetary damages for breach of duty as a director. No
such provision is effective to eliminate or limit a director’s liability for (i)
acts or omissions that the director at the time of the breach knew or believed
to be clearly in conflict with the best interests of the corporation, (ii)
improper distributions as described in Section 55-8-33 of the Business
Corporation Act, (iii) any transaction from which the director derived an
improper personal benefit or (iv) acts or omissions occurring prior to the
date the exculpatory provision became effective. The Company’s
articles of incorporation, as amended, limit the personal liability of its
directors to the fullest extent permitted by the Business Corporation Act, as
amended from time to time. Any repeal or modification of this
provision by the Company’s shareholders will not adversely affect any limitation
on the personal liability of a director of the Company existing at the time of
the repeal or modification.
Sections
55-8-50 through 55-8-58 of the Business Corporation Act permit a corporation to
indemnify its directors, officers, employees or agents under either or both a
statutory or nonstatutory scheme of indemnification. Under the
statutory scheme, a corporation may, with certain exceptions, indemnify a
director of the corporation who was, is, or is threatened to be made, a party to
any threatened, pending or completed legal action, suit or proceeding, whether
civil, criminal, administrative, or investigative, because of the fact that such
person was or is a director of the corporation, or is or was serving at the
request of such corporation as a director of another corporation or
enterprise. This indemnity may include the obligation to pay any
judgment, settlement, penalty, fine (including an excise tax assessed with
respect to an employee benefit plan) or reasonable expenses incurred in
connection with a proceeding (including counsel fees), but no such
indemnification may be granted unless such director (i) conducted himself in
good faith, (ii) reasonably believed (a) that any action taken in his official
capacity with the corporation was in the best interests of the corporation or
(b) that in all other cases his conduct was not opposed to the corporation’s
best interests, and (iii) in the case of any criminal proceeding, had no
reasonable cause to believe his conduct was unlawful. Whether a
director has met the requisite standard of conduct for the type of
indemnification set forth above is determined by a majority vote of a quorum of
the board of directors (excluding any director party to the proceeding at
question), a committee of directors, special legal counsel or the shareholders
in accordance with Section 55-8-55 of the Business Corporation
Act. Under the statutory scheme, a corporation may not indemnify a
director in connection with a proceeding by or in the right of the corporation
in which the director was adjudged liable to the corporation or in connection
with any other proceeding in which the director was adjudged liable on the basis
of having received an improper personal benefit. Pursuant to Section
55-8-56 of the Business Corporation Act, a corporation may also indemnify
officers, employees or agents under this statutory scheme.
Sections
55-8-52 and 55-8-56 of the Business Corporation Act require a corporation,
unless its articles of incorporation provide otherwise, to indemnify a director
or officer who has been wholly successful, on the merits or otherwise, in the
defense of any proceeding to which such director or officer was, or was
threatened to be, made a party because he is or was a director or officer of the
corporation. Unless prohibited by the articles of incorporation, a
director or officer also may make application and obtain court-ordered
indemnification if the court determines that such director or officer is
entitled to mandatory indemnification under Section 55-8-52 of the Business
Corporation Act or is fairly and reasonably entitled to indemnification in view
of all the relevant circumstances.
In
addition to, and notwithstanding the conditions of and limitations on, the
indemnification described above under the statutory scheme, Section 55-8-57 of
the Business Corporation Act permits a corporation, in its articles of
incorporation or bylaws, by contract or by resolution, to indemnify, or agree to
indemnify, any of its directors, officers, employees or agents against liability
and expenses (including counsel fees) in any proceeding (including proceedings
brought by or on behalf of the corporation) arising out of their status as such
or their activities in such capacities, except for any liabilities or expenses
incurred on account of activities that were, at the time taken, known or
believed by the person to be clearly in conflict with the best interests of the
corporation.
In
addition, Section 55-8-57 of the Business Corporation Act authorizes a
corporation to purchase and maintain insurance on behalf of an individual who is
or was a director, officer, employee or agent of the corporation against certain
liabilities incurred by such a person, whether or not the corporation is
otherwise authorized by the Business Corporation Act to indemnify that
person. The Company has purchased and maintains such
insurance.
The
Company’s amended and restated bylaws provide that the Company shall indemnify
to the fullest extent permitted by law any person who at any time serves or has
served as a director, officer, employee or agent of the Company against
reasonable expenses (including attorneys’ fees) incurred or reasonable payments
made in connection with any pending, threatened or completed civil, criminal,
administrative or investigative action, suit or proceeding, whether or not
brought by or on behalf of the Company, by reason of the fact that he is or was
a director, officer, employee or agent of the Company or serves or served any
other enterprise as a director, officer, employee or agent at the request of the
Company. The rights of any director or officer include advancement of
expenses to the fullest extent from time to time permitted by
law. The bylaws state that the right of indemnification is not
exclusive of other rights to which such person may be entitled, and that the
right inures to the legal representatives of such person. The Company
also has separate indemnification agreements with various current and past
directors and officers.
Item
16. List of Exhibits.
3.1.a
|
Articles
of Incorporation of First Bancorp and amendments thereto, filed as
Exhibits 3.a.i through 3.a.v to the Company’s Quarterly Report on Form
10-Q for the quarter ended June 30, 2002 and Exhibits 3.1 and 3.2 to the
Company’s Current Report on Form 8-K filed January 13, 2009, are
incorporated herein by reference
|
3.1.b*
|
Articles
of Amendment to Articles of Incorporation of First Bancorp (filed June 11,
2010)
|
4.1
|
Form
of Common Stock Certificate, filed as Exhibit 4 to the Company’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 1999, is incorporated
herein by reference
|
5.1*
|
Opinion
of Robinson, Bradshaw, & Hinson, P.A., regarding legality of common
stock
|
23.1*
|
Consent
of Robinson, Bradshaw, & Hinson, P.A. (included in Exhibit
5.1)
|
23.2*
|
Consent
of Elliott Davis, PLLC
|
|
|
*
Filed herewith
|
Item
17. Undertakings.
The
undersigned hereby undertakes:
|
(1)
|
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration
Statement:
|
|
(i)
|
to
include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933, as amended (the “Securities
Act”);
|
|
(ii)
|
to
reflect in the prospectus any facts or events arising after the effective
date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Securities and
Exchange Commission (the “Commission”) pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
“Calculation of Registration Fee” table in the effective registration
statement; and
|
|
(iii)
|
to
include any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement or any material
change to such information in the Registration
Statement;
|
provided, however
, that
paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Commission by the Company
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), that are incorporated by reference in the
Registration Statement, or is contained in the form of prospectus filed pursuant
to Rule 424(b) that is part of the Registration Statement.
|
(2)
|
That,
for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
|
|
(3)
|
To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
|
|
(4)
|
That,
for the purpose of determining liability under the Securities Act to any
purchaser, each prospectus filed pursuant to Rule 424(b) as part of a
registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in
reliance on Rule 430A, shall be deemed to be part of and included in this
Registration Statement as of the date it is first used after
effectiveness;
provided,
however
, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in a
document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to
such first use, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such date of
first use.
|
|
(5)
|
That,
for the purpose of determining liability under the Securities Act to any
purchaser in the initial distribution of the securities, in a primary
offering of securities of the Company pursuant to this Registration
Statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the Company
will be a seller to the purchaser and will be considered to offer or sell
such securities to such purchaser:
|
|
|
any
preliminary prospectus or prospectus of the Company relating to the
offering required to be filed pursuant to Rule
424;
|
|
(ii)
|
any
free writing prospectus relating to the offering prepared by or on behalf
of the Company or used or referred to by the
Company;
|
|
(iii)
|
the
portion of any other free writing prospectus relating to the offering
containing material information about the Company or its securities
provided by or on behalf of the Company;
and
|
|
(iv)
|
any
other communication that is an offer in the offering made by the Company
to the purchaser.
|
|
(6)
|
That,
for purposes of determining any liability under the Securities Act, each
filing of the Company’s annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan’s annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial
bona fide
offering
thereof.
|
|
(7)
|
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final adjudication of
such issue.
|
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Troy, North Carolina, on the 29th day of June,
2010.
|
FIRST
BANCORP
|
|
(Registrant)
|
|
|
|
|
By:
|
/s/
Jerry L. Ocheltree
|
|
|
Jerry
L. Ocheltree
|
|
|
President
and Chief Executive Officer
|
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature
|
|
Title
|
Date
|
|
|
|
|
Jerry
L. Ocheltree
|
|
President,
Chief Executive Officer, Treasurer and Director
|
June
29, 2010
|
Anna
G. Hollers
|
|
Executive
Vice President, Chief Operating Officer and Secretary
|
June
29, 2010
|
Eric
P. Credle
|
|
Executive
Vice President and Chief Financial Officer
|
June
29, 2010
|
Daniel
T. Blue, Jr.
|
|
Director
|
June
29, 2010
|
Jack
D. Briggs
|
|
Director
|
June
29, 2010
|
R.
Walton Brown
|
|
Director
|
June
29, 2010
|
David
L. Burns
|
|
Director
|
June
29, 2010
|
John
F. Burns
|
|
Director
|
June
29, 2010
|
Mary
Clara Capel
|
|
Director
|
June
29, 2010
|
/s/
James C. Crawford, III
James C. Crawford, III
|
|
Director
|
June
29, 2010
|
R.
Winston Dozier
|
|
Director
|
June
29, 2010
|
James
G. Hudson, Jr.
|
|
Director
|
June
29, 2010
|
Richard
H. Moore
|
|
Director
|
June
29, 2010
|
/s/
George R. Perkins, Jr.
George
R. Perkins, Jr.
|
|
Director
|
June
29, 2010
|
Thomas
F. Phillips
|
|
Director
|
June
29, 2010
|
/s/
Frederick L. Taylor II
Frederick
L. Taylor II
|
|
Director
|
June
29, 2010
|
/s/
Virginia C. Thomasson
Virginia
C. Thomasson
|
|
Director
|
June
29, 2010
|
Goldie
H. Wallace
|
|
Director
|
June
29, 2010
|
|
|
|
|
Dennis
A. Wicker
|
|
Director
|
June
29, 2010
|
John
C. Willis
|
|
Director
|
June
29, 2010
|
II-6
Exhibit
5.1
ROBINSON
BRADSHAW & HINSON
June 29,
2010
First
Bancorp
341 North
Main Street
Troy,
North Carolina 27371
|
Re:
|
Registration
Statement on Form S-3 for First
Bancorp
|
Ladies
and Gentlemen:
We refer to the registration statement,
as amended (the “Registration Statement”), of First Bancorp, a North Carolina
corporation (hereinafter referred to as the “Company”), filed with the
Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933, as amended (the “Securities Act”), 130,000 shares of the
Company’s common stock, no par value per share (the “Shares”), issuable in
connection with the Company’s Amended and Restated Dividend Reinvestment and
Common Stock Purchase Plan (the “Plan”). The Registration Statement
also registers an indeterminate number of additional shares that may be
necessary to adjust the number of shares registered thereby for issuance as a
result of a stock split, stock dividend or other similar
transaction.
We have
examined the Plan, the Registration Statement, the Articles of Incorporation of
the Company, as amended, the Amended and Restated Bylaws of the Company, and
such other corporate and other documents and records and certificates of public
officials as we have deemed necessary or appropriate for the purposes of this
opinion.
We have assumed (i) the authority and
genuineness of all signatures, (ii) the legal capacity of all natural persons,
(iii) the authenticity of all documents submitted to us as originals, (iv) the
conformity to authentic original documents of all documents submitted to us as
certified, conformed or photostatic copies, and (v) the taking of all
required corporation action in relation to the Plan.
Based upon the foregoing and subject to
the conditions set forth below, it is our opinion that the Shares, if and when
originally issued and sold as contemplated by the Registration Statement and the
Plan, will be legally issued, fully paid and nonassessable. We have
assumed that the Company and those persons purchasing Shares under the Plan will
have complied with the relevant requirements of the Plan and that all prescribed
filings with regulatory authorities, including any stock exchanges that have
jurisdiction, will be effected in accordance with their respective requirements
and that approvals of such regulatory authorities, including any stock exchanges
having jurisdiction, will have been granted prior to the issuance of the
Shares.
The
opinions expressed herein are limited to the laws of the State of North
Carolina, and we express no opinion with respect to the laws of any other state
or jurisdiction (including, without limitation, the application of the
securities or “blue sky” laws of any state to the offer and/or sale of the
Shares). In addition, the opinions expressed herein are conditioned
upon the Registration Statement becoming effective under the Securities Act and
the Company’s Articles of Incorporation (as amended) and Amended and Restated
Bylaws not being further amended prior to the issuance or sale of any of the
Shares.
This opinion is being furnished to you
solely for your benefit in connection with the filing of the Registration
Statement and pursuant to the Securities Act, and is not to be used, circulated,
quoted, relied upon or otherwise referred to for any other purpose, without our
prior written consent.
Attorneys
at Law
101 North
Tryon Street, Suite 1900, Charlotte, NC 28246
Charlotte,
NC Chapel Hill,
NC Rock Hill, SC
www.rbh.com
ROBINSON
BRADSHAW & HINSON
First
Bancorp
June 29,
2010
Page
2
_____________________________
We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving such consent, we do not admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act. We disclaim any undertaking to advise you of any subsequent
changes of the facts stated or assumed herein or any subsequent changes in
applicable law.
Very
truly yours,
|
|
/s/
Robinson, Bradshaw & Hinson, P.A.
|
|
ROBINSON,
BRADSHAW & HINSON, P.A.
|