s3-97458_fbnc.htm
AS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 9, 2009
REGISTRATION
NO. 333-______
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Form
S-3
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT OF 1933
(Exact
Name of Registrant as Specified in Its Charter)
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North
Carolina
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56-1421916
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(State
or Other Jurisdiction
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(IRS
Employer Identification No.)
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of
Incorporation or Organization)
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341 NORTH
MAIN STREET
TROY,
NORTH CAROLINA 27371-0508
(910)
576-6171
(Address,
Including Zip Code, and Telephone Number, Including Area Code, of
Registrant’s
Principal Executive Offices)
JERRY L.
OCHELTREE
PRESIDENT,
CHIEF EXECUTIVE OFFICER AND TREASURER
FIRST
BANCORP
341 NORTH
MAIN STREET
POST
OFFICE BOX 508
TROY,
NORTH CAROLINA 27371-0508
(910)
576-6171
(Name,
Address, Including Zip Code, and Telephone Number, Including Area
Code,
of Agent
For Service)
Copy
to:
HENRY H.
RALSTON
ROBINSON,
BRADSHAW & HINSON, P.A.
101 NORTH
TRYON STREET
SUITE
1900
CHARLOTTE,
NORTH CAROLINA 28246
(704)
377-8355
Approximate
date of commencement of proposed sale to the public: From time to
time after this Registration Statement becomes effective.
If the
only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, check the following box. o
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. x
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. o
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. o
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. o
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. o
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):
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Large
accelerated Filer
o
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Accelerated
filer x
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Non-accelerated
filer o
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Smaller
reporting Company
o
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(Do
not check if a smaller reporting company)
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CALCULATION
OF REGISTRATION FEE
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Title
of Each Class
Securities
to be
Registered
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Amount
to
Be
Registered
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Proposed
Maximum
Offering
Price Per
Share
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Proposed
Maximum
Aggregate
Offering
Price
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Amount
of
Registration
Fee
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Fixed
Rate Cumulative Perpetual Preferred Stock, Series A, no par value
(1)
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65,000
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(2)
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$
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1,000
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(2)
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$
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65,000,000
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$
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2,554.50
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Depositary
Shares (1)
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—
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—
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—
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—
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Common
Stock, no par value (3)
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616,308
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$
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15.82
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(4)
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$
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9,749,993
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$
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383.17
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Warrant
to Purchase Common Stock, no par value (5)
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—
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—
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—
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—
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Total
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$
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74,749,993
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$
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2,937.67
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(1)
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In
the event the United States Department of the Treasury (the “U.S.
Treasury”) requests that we deposit the shares of Fixed Rate Cumulative
Perpetual Preferred Shares, Series A (“Series A Preferred Stock”) with a
depositary pursuant to a depositary arrangement, depositary shares
evidencing fractional shares of Series A Preferred Stock may be sold
pursuant to this Registration Statement in lieu of whole shares of Series
A Preferred Stock.
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(2)
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Represents
the liquidation preference amount for each share of Series A Preferred
Stock which we sold in a non-public offering to the U.S. Treasury under
its Troubled Asset Relief Program Capital Purchase
Program. Calculated in accordance with Rule 457(a) under the
Securities Act of 1933, as amended (the “Securities Act”) and includes
such number of additional shares of Series A Preferred Stock of a
currently indeterminable amount, as may from time to time become issuable
by reason of share splits, share dividends or similar transactions, which
shares of Series A Preferred Stock are registered hereunder pursuant to
Rule 416 under the Securities Act.
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(3)
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The
shares of Common Stock being registered are purchasable upon exercise of
the Warrant to Purchase Common Stock (the “Warrant”) being registered,
which we issued to the U.S. Treasury in a non-public offering concurrent
with the sale of Series A Preferred Stock to the U.S. Treasury as
described in footnote (2). In addition to the number of shares
of Common Stock stated in the table above, there is registered, pursuant
to Rule 416 under the Securities Act, such additional number of shares of
Common Stock of a currently indeterminable amount as may from time to time
become issuable by reason of share splits, share dividends or similar
transactions and certain anti-dilution provisions set forth in the
Warrant.
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(4)
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Calculated
in accordance with Rule 457(i) under the Securities Act on the basis of
the $15.82 per share exercise price of the Warrant.
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(5)
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Pursuant
to Rule 457(i) under the Securities Act, no additional fee is payable for
the Warrant.
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The
Registrant hereby amends this Registration Statement on such date or dates as
may be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
The
information in this prospectus is not complete and may be
changed. The selling securityholders may not sell these securities
until the registration statement filed with the Securities and Exchange
Commission is effective. This prospectus is not an offer to sell
these securities and it is not soliciting an offer to buy these securities in
any state where the offer or sale is not permitted.
PROSPECTUS
Subject
to Completion, Dated February 9, 2009
FIRST
BANCORP
65,000
Shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A (or
Depositary Shares Evidencing Fractional Interests in such Fixed Rate Cumulative
Perpetual Preferred Stock, Series A)
Warrant
to Purchase 616,308 Shares of Common Stock
616,308
Shares of Common Stock
This
prospectus relates to the potential resale from time to time by the selling
securityholders of some or all of 65,000 shares of our Fixed Rate Cumulative
Perpetual Preferred Stock, Series A, or, in the event such shares of Series A
preferred stock are deposited with a depositary as described in this prospectus,
depositary shares evidencing fractional interests in such shares of Series A
preferred stock, a warrant to purchase 616,308 shares of our common stock, and
any common stock issuable from time to time upon exercise of the
warrant. The Series A preferred stock and the warrant were initially
issued by us pursuant to a Letter Agreement dated January 9, 2009 and a related
Securities Purchase Agreement – Standard Terms, between us and the United States
Department of Treasury, which we refer to as the U.S. Treasury, in a transaction
exempt from the registration requirements of the Securities Act of 1933, as
amended, or the Securities Act.
The U.S.
Treasury and its successors, including transferees, which we collectively refer
to as the selling securityholders, may offer the securities from time to time
directly or through underwriters, broker-dealers or agents and in one or more
public or private transactions and at fixed prices, at prevailing market prices,
at prices related to prevailing market prices or at negotiated
prices. If these securities are sold through underwriters,
broker-dealers or agents, the selling securityholders will be responsible for
underwriting discounts or commissions or agents’ commissions. We will
not receive any proceeds from the sale of securities by the selling
securityholders.
Neither
the Series A preferred stock nor the warrant is listed on any national
securities exchange, and unless requested by the U.S. Treasury, we do not intend
to seek such a listing for the Series A preferred stock or the
warrant.
Our common stock is listed on the Nasdaq Global Select Market under
the trading symbol “FBNC.” On February 6, 2009 the closing price for
our common stock was $15.00 per share.
Investing
in our securities involves risks. You should refer to the information
contained in this prospectus under the caption “Risk Factors” beginning on page
2.
Our
principal executive offices are located at 341 North Main Street, Troy, North
Carolina and our telephone number is (910) 576-6171.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is
truthful or complete. Any representation to the contrary is a
criminal offense. These securities are not savings accounts, deposits
or obligations of any bank and are not insured by the FDIC or any other
governmental agency.
This
prospectus is dated ____________, 2009.
TABLE
OF CONTENTS
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Page |
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PROSPECTUS
SUMMARY
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1
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RISK
FACTORS
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2
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FORWARD-LOOKING
STATEMENTS
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9
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THE
COMPANY
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10
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USE
OF PROCEEDS
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11
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RATIO
OF EARNINGS TO FIXED CHARGES AND PREFERRED SHARE
DIVIDENDS
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11
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DESCRIPTION
OF SERIES A PREFERRED STOCK
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12
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DESCRIPTION
OF DEPOSITARY SHARES
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17
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DESCRIPTION
OF WARRANT
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17
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DESCRIPTION
OF COMMON STOCK
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20
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PLAN
OF DISTRIBUTION
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21
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SELLING
SECURITYHOLDERS
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23
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LEGAL
MATTERS
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24
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EXPERTS
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24
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WHERE
YOU CAN FIND MORE INFORMATION
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24
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ABOUT
THIS PROSPECTUS
We may
provide a prospectus supplement containing specific information about the terms
of a particular offering by the selling securityholders. The
prospectus supplement may add, update, or change the information in this
prospectus. If the information in this prospectus is inconsistent
with a prospectus supplement, you should rely on the information in that
prospectus supplement. You should read both this prospectus and the
applicable prospectus supplement together with the information described under
the heading “WHERE YOU CAN FIND MORE INFORMATION.” In addition, a
number of the documents and agreements that we refer to or summarize in this
prospectus, like our articles of incorporation, have been filed with the SEC as
exhibits to the registration statement. Before you invest in any of
our securities, you should read the relevant documents and
agreements.
Unless
the context otherwise requires, references to “First Bancorp,” “we,” “us” or
“our” refer collectively to First Bancorp and its subsidiaries.
You
should rely only on the information contained or incorporated by reference in
this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. Neither we,
nor any other person on our behalf, is making an offer to sell or soliciting an
offer to buy any of the securities described in this prospectus or in any
prospectus supplement in any state where the offer is not
permitted. You should not assume that the information in this
prospectus or any prospectus supplement is accurate as of any date other than
the date on the front of these documents. There may have been changes
in our affairs since the date of the prospectus or any prospectus
supplement.
PROSPECTUS SUMMARY
This
summary highlights certain information contained elsewhere in this
prospectus. Because it is a summary, it does not contain all of the
information that you should consider before investing in our
securities. You should read the entire prospectus, including the
“Risk Factors” section and the other documents we refer to or incorporate by
reference, to understand this offering.
We are a
bank holding company. Our principal activity is the ownership and
operation of First Bank, a state-chartered bank with its main office in Troy,
North Carolina. We also own a nonbank subsidiary, Montgomery Data
Services, Inc., that operates as a data processing company. Our
subsidiaries are fully consolidated for financial reporting
purposes. In addition, we own 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.
Our principal executive offices are
located at 341 North Main Street, Troy, North Carolina and our telephone number
is (910) 576-6171.
Securities
Being Offered
On
October 14, 2008, the U.S. Treasury announced a voluntary Capital Purchase
Program to provide U.S. financial institutions with the opportunity to raise
additional capital. On January 9, 2009, pursuant to the Capital
Purchase Program, we sold to the U.S. Treasury 65,000 shares of our Series A
preferred stock for an aggregate purchase price of $65 million and concurrently
issued to the U.S. Treasury a ten-year warrant to purchase up to 616,308 shares
of our common stock at an exercise price of $15.82 per share. The
issuance of the Series A preferred stock and the warrant were completed in a
private placement to the U.S. Treasury exempt from the registration requirements
of the Securities Act.
In
accordance with the securities purchase agreement between the U.S. Treasury and
us, we are required to register for resale the shares of Series A preferred
stock, the warrant and the shares of our common stock underlying the
warrant. This registration also includes depositary shares,
representing fractional interest in the Series A preferred stock, which may be
resold pursuant to this prospectus in lieu of whole shares of Series A preferred
stock if the U.S. Treasury requests that we deposit the Series A preferred stock
held by the U.S. Treasury with a depositary under a depositary
arrangement. We have filed with the SEC a registration statement on
Form S-3 with respect to the securities offered by this prospectus.
An
investment in our securities involves certain risks. You should carefully
consider the following risk factors and other information contained in this
prospectus, any prospectus supplement and the documents incorporated by
reference in this prospectus, before making an investment
decision. Each of the risks described in such documents as well as
those listed below could materially and adversely affect our business, financial
condition, results of operations, and prospects and could result in partial or
complete loss of your investment. The risks discussed below also
include forward-looking statements, and our actual results may differ materially
from those discussed in these forward-looking statements. Risks and
uncertainties not presently known to us or that we currently deem immaterial
also may impair our business operations.
Risks Related to First
Bancorp
Difficult market
conditions and economic trends have adversely affected our industry and our
business.
Negative
developments beginning in the latter half of 2007 and throughout 2008 in the
sub-prime mortgage market and the securitization markets for such loans,
together with substantial volatility in oil prices and other factors, have
resulted in uncertainty in the financial markets in general and a related
general economic downturn, continuing into 2009. Dramatic declines in
the housing market, with decreasing home prices and increasing delinquencies and
foreclosures, have negatively impacted the credit performance of mortgage and
construction loans and resulted in significant write-downs of assets by many
financial institutions. In addition, the values of real estate
collateral supporting many loans have declined and may continue to
decline. General downward economic trends, reduced availability of
commercial credit and increasing unemployment have negatively impacted the
credit performance of commercial and consumer credit, resulting in additional
write-downs. Concerns over the stability of the financial markets and
the economy have resulted in decreased lending by financial institutions to
their customers and to each other. This market turmoil and tightening
of credit has led to increased commercial and consumer deficiencies, lack of
confidence, increased market volatility and widespread reduction in general
business activity. Competition among depository institutions for
deposits has increased significantly. Financial institutions,
including us, have experienced a decrease in access to deposits and
borrowings. The resulting economic pressure on consumers and
businesses and the lack of confidence in the financial markets may adversely
affect our business, financial condition, results of operations and stock
price.
Our
ability to assess the creditworthiness of customers and to estimate the losses
inherent in our credit exposure is made more complex by these difficult market
and economic conditions. As a result of the foregoing factors, there
is a potential for new federal or state laws and regulations regarding lending
and funding practices and liquidity standards, and bank regulatory agencies are
expected to be very aggressive in responding to concerns and trends identified
in examinations. This increased governmental action may increase our
costs and limit our ability to pursue certain business
opportunities. We also may be required to pay even higher premiums to
the Federal Deposit Insurance Corporation, or the FDIC, than the recently
increased level, because financial institution failures resulting from the
depressed market conditions have depleted and may continue to deplete the
deposit insurance fund and reduce its ratio of reserves to insured
deposits.
A
worsening of these conditions would likely exacerbate the adverse effects of
these difficult market and economic conditions on us, our customers and the
other financial institutions in our market.
As
a result, we may experience increases in foreclosures, delinquencies and
customer bankruptcies, as well as more restricted access to funds.
There can be no
assurance that recent legislative and regulatory initiatives to address
difficult market and economic conditions will stabilize the U.S. banking
system.
The
recently enacted Emergency Economic Stabilization Act of 2008, or EESA,
authorizes the U.S. Treasury to, among other things, purchase up to
$700 billion of mortgages, mortgage-backed securities and certain other
financial instruments from financial institutions and their holding companies,
under a Troubled Asset Relief Program, or TARP. The purpose of TARP
is to restore confidence and stability to the U.S. banking system and to
encourage financial institutions to increase their lending to customers and to
each other. Under the TARP Capital Purchase Program, the U.S.
Treasury is investing capital in qualified financial institutions in exchange
for senior preferred stock and a warrant to purchase shares of equity securities
of the financial institution. The EESA also increased federal deposit
insurance on most deposit accounts from $100,000 to $250,000. This
increase is in place until the end of 2009 and is not covered by deposit
insurance premiums paid by the banking industry.
The
EESA followed, and has been followed by, numerous actions by the Federal Reserve
Board, the U.S. Congress, the U.S. Treasury, the FDIC, the SEC and others to
address the current liquidity and credit crisis that has followed the sub-prime
mortgage market meltdown that began in 2007. These measures include
homeowner relief that encourages loan restructuring and modification; the
establishment of significant liquidity and credit facilities for financial
institutions and investment banks; the lowering of the federal funds rate;
emergency action against short selling practices; a temporary guaranty program
for money market funds; the establishment of a commercial paper funding facility
to provide back-stop liquidity to commercial paper issuers; and coordinated
international efforts to address illiquidity and other weaknesses in the banking
sector. The purpose of these legislative and regulatory actions is to
stabilize the U.S. banking system.
The EESA
and the other regulatory initiatives described above may not have their desired
effects. If the volatility in the markets continues and economic
conditions fail to improve or worsen, our business, financial condition and
results of operations could be materially and adversely affected.
Current levels of
market volatility are unprecedented.
The
capital and credit markets have been experiencing volatility and disruption for
more than a year. In recent months, the volatility and disruption has
reached unprecedented levels. In some cases, the markets have
produced downward pressure on stock prices and credit availability for certain
issuers without regard to those issuers’ underlying financial
strength. If current levels of market disruption and volatility
continue or worsen, there can be no assurance that we will not experience an
adverse effect, which may be material, on our ability to access capital and on
our business, financial condition and results of operations.
The market value of the Series A
preferred stock and our common stock may also be affected by conditions
affecting the financial markets generally, including price and trading
fluctuations. These conditions may result in (i) volatility in
the level of, and fluctuations in, the market prices of stocks generally and, in
turn, the Series A preferred stock and our common stock and (ii) sales
of substantial amounts of the Series A preferred stock or our common stock
in the market, in each case that could be unrelated or disproportionate to
changes in our operating performance. These broad market fluctuations
may adversely affect the market value of the Series A preferred stock and
our common stock.
Because of our
participation in the Capital Purchase Program, we are subject to several
restrictions, including restrictions on our ability to declare or pay dividends
and repurchase our shares as well as restrictions on compensation paid to our
executive officers.
Pursuant
to the terms of the securities purchase agreement between us and the U.S.
Treasury, our ability to declare or pay dividends on any of our shares is
limited. Specifically, we are unable to declare dividend payments on
common stock if we are in arrears on the payment of dividends on the
Series A preferred stock. Further, until January 9, 2012, we are
not permitted to increase dividends on our common stock above the amount of the
last quarterly cash dividend per share declared prior to October 14, 2008
($0.19 per share) without the U.S. Treasury’s approval, unless all of the shares
of Series A preferred stock have been redeemed or transferred by the U.S.
Treasury to unaffiliated third parties.
In
addition, our ability to repurchase our shares is restricted. The
consent of the U.S. Treasury generally is required for us to make any stock
repurchase (other than in connection with the administration of any employee
benefit plan in the ordinary course of business and consistent with past
practice) until January 9, 2012, unless all of the shares of Series A
preferred stock have been redeemed or transferred by the U.S. Treasury to
unaffiliated third parties. Further, we may not repurchase any shares
of our common stock if we are in arrears on the payment of Series A
preferred stock dividends.
In
addition, pursuant to the terms of the securities purchase agreement between us
and the U.S. Treasury, we agreed to adhere to the U.S. Treasury’s standards for
executive compensation and corporate governance for the period during which the
U.S. Treasury holds the equity securities issued pursuant to the agreement,
including the shares of common stock which may be issued upon exercise of the
warrant. These standards generally apply to our chief executive
officer, chief financial officer and the three next most highly compensated
senior executive officers, who we refer to collectively as our senior executive
officers. The standards include (i) periodically reviewing our
incentive compensation plans and arrangements for senior executive officers to
evaluate if they encourage unnecessary and excessive risks that threaten our
value; (ii) required clawback of any bonus or incentive compensation paid
(or under a legally binding obligation to be paid) to a senior executive officer
based on materially inaccurate financial statements or other materially
inaccurate performance metric criteria; (iii) prohibition on making golden
parachute payments to senior executive officers; and (iv) agreement not to
claim a deduction, for federal income tax purposes, for compensation paid to any
of the senior executive officers in excess of $500,000 per year. In
particular, the change to the deductibility limit on executive compensation
could increase the overall cost of our compensation programs in future periods.
Since the warrant
has a ten-year term, we could potentially be subject to the executive
compensation and corporate governance restrictions for at least a ten-year time
period. This period could be extended based upon the period during
which the U.S. Treasury continues to hold Series A preferred stock or
common stock acquired upon exercise of the warrant.
We
are subject to interest rate risk, which could negatively impact
earnings.
Net
interest income is the most significant component of our
earnings. Our net interest income results from the difference between
the yields we earn on our interest-earning assets, primarily loans and
investments, and the rates that we pay on our interest-bearing liabilities,
primarily deposits and borrowings. When interest rates change, the
yields we earn on our interest-earning assets and the rates we pay on our
interest-bearing liabilities do not necessarily move in tandem with each other
because of the difference between their maturities and repricing
characteristics. This mismatch can negatively impact net interest
income if the margin between yields earned and rates paid narrows, as described
below. Interest rate environment changes can occur at any time and
are affected by many factors that are outside
our
control, including inflation, recession, unemployment trends, the Federal
Reserve’s monetary policy, domestic and international disorder and instability
in domestic and foreign financial markets.
From
mid-2004 through mid-2007, interest rates were generally increasing, although
short-term interest rates rose faster than long-term interest
rates. In 2006, this resulted in short-term interest rates reaching
the same level as long-term interest rates, which is referred to as a “flat
yield curve.” A flat yield curve is unfavorable for us and many other
financial institutions because our funding costs are generally tied to
short-term interest rates, while our investment rates, in the form of securities
and loans, are more closely correlated to long-term interest
rates. Largely as a result of the flat yield curve, our net interest
margin declined throughout 2006. The flat yield curve prevailed for
most of 2007, which resulted in our net interest margin remaining at levels
lower than our historical average. However, the strong growth that we
achieved in loans and deposits in 2006 and 2007 more than offset the negative
impact of the flat yield curve, resulting in an increase in net interest income
in 2006 and 2007 in comparison to the immediately preceding
year.
Beginning
in late 2007 and continuing throughout 2008, the Federal Reserve Board began
reducing interest rates in response to unfavorable economic conditions in the
United States economy. From September 2007 through December 2008, the
Federal Reserve Board reduced interest rates by 500 basis
points. When interest rates decline, most of our adjustable rate
loans, which represent approximately 45% of all of our loans, reprice downwards
immediately by the full amount of the rate cut. However, most of our
interest expense relates to customer certificates of deposit, which cannot be
repriced at lower interest rates until they mature. As a result,
interest rate cuts negatively impact our profitability, particularly in the
short-term. Additionally, given the sharp decline in interest rates,
the interest rates we pay on our deposit accounts either cannot be repriced
downwards by the full amount of the rate cut due to competitive pressures or
because the rate is so close to zero already. Accordingly, our net
interest margin declined during 2008 compared to 2007.
Based on
prevailing economic forecasts that interest rates will remain relatively
unchanged in 2009, we expect our profitability to be further negatively impacted
during the early part of 2009 as a result of interest rate reductions that
occurred late in 2008 until we are able to reprice maturing certificates of
deposit at lower interest rates.
We
face strong competition, which could hurt our business.
Our
business operations are centered primarily in North Carolina, southwestern
Virginia and northeastern South Carolina. Increased competition
within this region may result in reduced loan originations and
deposits. Ultimately, we may not be able to compete successfully
against current and future competitors. Many competitors offer the
types of loans and banking services that we offer. These competitors
include savings associations, national banks, regional banks and other community
banks. We also face competition from many other types of financial
institutions, including finance companies, internet banks, brokerage firms,
insurance companies, credit unions, mortgage banks and other financial
intermediaries.
We
compete in our market areas with several large interstate bank holding
companies, including three of the largest in the nation, which are headquartered
or have significant operations in North Carolina. These large
competitors have substantially greater resources than we have, including broader
geographic markets, more banking locations, higher lending limits and the
ability to make greater use of large-scale advertising and
promotions. Also, these institutions, particularly to the extent they
are more diversified than we are, may be able to offer the same products and
services that we offer at more competitive rates and prices.
We also
compete in some of our market areas with many banks that have been organized
within the past ten years. These new banks often focus on loan and
deposit balance sheet growth, and not necessarily on earnings
profitability. This strategy often allows them to offer more
attractive terms on loans and deposits than we are able to offer because we must
achieve an acceptable level of profitability.
Moore
County, North Carolina, which represents a disproportionate share of our
deposits, is a particularly competitive market, with at least ten other
financial institutions having a physical presence there, including both large
interstate bank holding companies and recently organized
banks.
Our
allowance for loan losses may not be adequate to cover actual
losses.
Like all
financial institutions, we maintain an allowance for loan losses to provide for
probable losses caused by customer loan defaults. The allowance for
loan losses may not be adequate to cover actual loan losses, and in this case
additional and larger provisions for loan losses would be required to replenish
the allowance. Provisions for loan losses are a direct charge against
income.
We
establish the amount of the allowance for loan losses based on historical loss
rates, as well as estimates and assumptions about future
events. Because of the extensive use of estimates and assumptions,
our actual loan losses could differ, possibly significantly, from our
estimate. We believe that our allowance for loan losses is adequate
to provide for probable losses, but it is possible that the allowance for loan
losses will need to be increased for credit reasons or that regulators will
require us to increase this allowance. Either of these occurrences
could materially and adversely affect our earnings and
profitability.
We
are vulnerable to the economic conditions within the fairly small geographic
region in which we operate.
Like many
businesses, our overall success is partially dependent on the economic
conditions in the marketplace where we operate. Our marketplace is
predominately concentrated in the central Piedmont region of North
Carolina. As is the case for most of the country, this region is
currently experiencing recessionary economic conditions, which we believe is a
factor in our increases in borrower delinquencies, nonperforming assets, and
loan losses during 2008 compared to recent prior years. If economic
conditions in our marketplace worsen it could have an adverse impact on
us. In particular, if economic conditions related to real estate
values in our marketplace were to worsen, our loan losses would likely increase
because at December 31, 2008, approximately 87% of our loans were secured by
real estate collateral. Thus a decrease in real estate values could
have an adverse impact on our operations.
We
are subject to extensive regulation, which could have an adverse effect on our
operations.
We are
subject to extensive regulation and supervision from the North Carolina
Commissioner of Banks, the FDIC, and the Federal Reserve Board. This
regulation and supervision is intended primarily for the protection of the FDIC
insurance fund and our depositors and borrowers, rather than for holders of our
equity securities. Regulatory authorities have extensive discretion
in their supervisory and enforcement activities, including the imposition of
restrictions on operations, the classification of our assets and determination
of the level of the allowance for loan losses. Changes in the
regulations that apply to us, or changes in our compliance with regulations,
could have a material impact on our operations.
In
the normal course of business, we process large volumes of transactions
involving millions of dollars. If our internal controls fail to work
as expected, if our systems are used in an unauthorized manner, or if our
employees subvert our internal controls, we could experience significant
losses.
We
process large volumes of transactions on a daily basis and are exposed to
numerous types of operational risk. Operational risk includes the
risk of fraud by persons inside or outside the company, the execution of
unauthorized transactions by employees, errors relating to transaction
processing and systems and breaches of the internal control system and
compliance requirements. This risk of loss also includes potential
legal actions that could arise as a result of an operational deficiency or as a
result of noncompliance with applicable regulatory standards.
We
establish and maintain systems of internal operational controls that provide us
with timely and accurate information about our level of operational
risk. Although not foolproof, these systems have been designed to
manage operational risk at appropriate, cost-effective
levels. Procedures exist that are designed to ensure that policies
relating to conduct, ethics, and business practices are
followed. From time to time, losses from operational risk may occur,
including the effects of operational errors. We continually monitor
and improve our internal controls, data processing systems, and corporate-wide
processes and procedures, but there can be no assurance that future losses will
not occur.
Risks Related to the Series A Preferred
Stock
The
Series A preferred stock is equity and is subordinate to all of our existing and
future indebtedness; regulatory and contractual restrictions may limit or
prevent us from paying dividends on the Series A preferred stock; and the Series
A preferred stock places no limitations on the amount of indebtedness we and our
subsidiaries may incur in the future.
Shares of the Series A preferred stock
are equity interests in First Bancorp and do not constitute
indebtedness. As such, the Series A preferred stock, like our common
stock, ranks junior to all indebtedness and other non-equity claims on First
Bancorp with respect to assets available to satisfy claims on First Bancorp,
including in a liquidation of First Bancorp. Additionally, unlike
indebtedness, where principal and interest would customarily be payable on
specified due dates, in the case of preferred stock like the Series A preferred
stock, (1) dividends are payable only when, as and if authorized and declared
by, our board of directors and depend on, among other things, our results of
operations, financial condition, debt service requirements, other cash needs and
any other factors our board of directors deems relevant, and (2) we may not pay
dividends on our capital stock if we are in default on certain indebtedness or
have elected to defer payments of interest on our subordinated
indebtedness.
First
Bancorp is an entity separate and distinct from our principal subsidiary, First
Bank, and derives a significant portion of its revenue in the form of dividends
from that subsidiary. Accordingly, First Bancorp is and will be
dependent upon dividends from First Bank to pay the principal of and interest on
its indebtedness, to satisfy its other cash needs and to pay dividends on the
Series A preferred stock and its common stock. First Bancorp’s
ability to pay dividends is subject to its ability to earn net income and to
meet certain regulatory requirements while maintaining its required
capital. In the event First Bank is unable to pay dividends to First
Bancorp, First Bancorp may not be able to pay dividends on the Series A
preferred stock. Also, First Bancorp’s right to participate in a
distribution of assets upon a subsidiary’s liquidation or reorganization is
subject to the prior claims of the subsidiary’s creditors including the
preferred claims of First Bank’s depositors.
In addition, the Series A preferred
stock does not limit the amount of debt or other obligations we or our
subsidiaries may incur in the future. Accordingly, we and our
subsidiaries may incur substantial
amounts
of additional debt and other obligations that will rank senior to the Series A
preferred stock or to which the Series A preferred stock will be structurally
subordinated.
An active trading
market for the Series A preferred stock does not currently exist and may
not develop.
The Series A preferred stock is
not currently listed on any national securities exchange, and we do not
anticipate listing the Series A preferred stock on a national securities
exchange unless we are requested to do so by the U.S. Treasury. It is
unlikely that an active trading market for the Series A preferred stock
will develop, or, if developed, that an active trading market will be
maintained. If an active trading market does not develop, the market
value and liquidity of the Series A preferred stock may be adversely
affected.
The Series A
preferred stock may be junior in rights and preferences to preferred stock we
may issue in the future.
Subject to approval by the holders of
at least 66 2/3% of the Series A preferred stock then outstanding, voting
together as a separate class, we may issue preferred stock in the future, the
terms of which are expressly senior to the Series A preferred
stock. The terms of any such future preferred stock expressly senior
to the Series A preferred stock may restrict dividend payments on the
Series A preferred stock. For example, the terms of any such
senior preferred stock may provide that, unless full dividends for all of our
outstanding preferred stock senior to the Series A preferred stock have
been paid for the relevant periods, no dividends may be paid on the
Series A preferred stock, and no Series A preferred stock may be
repurchased, redeemed or otherwise acquired by us. This could result
in dividends on the Series A preferred stock not being paid when
contemplated. In addition, in the event of our liquidation,
dissolution or winding-up, the terms of the senior preferred stock may prohibit
us from making payments on the Series A preferred stock until all amounts
due to holders of the senior preferred stock in such circumstances are paid in
full.
Holders of the
Series A preferred stock have limited voting rights.
Unless we are in arrears on our
dividend payments on the Series A preferred stock for six quarterly
dividend periods, whether or not consecutive, the holders of the Series A
preferred stock will have no voting rights except with respect to certain
fundamental changes in the terms of the Series A preferred stock and
certain other matters and except as may be required by North Carolina
law. If dividends on the Series A preferred stock are not paid
in full for six quarterly dividend periods, whether or not consecutive, the
total number of our directors will automatically increase by two and the holders
of the Series A preferred stock, acting as a class with any other parity
securities having similar voting rights, will have the right to elect two
individuals to serve in the new director positions. This right and
the terms of such directors will end when we have paid in full all accrued and
unpaid dividends for all past dividend periods. Based on the current
size of our board of directors, directors elected by the holders of the common
stock would have a controlling majority of the board and would be able to take
any action approved by them notwithstanding any objection by the directors
elected by the holders of the Series A preferred stock.
If we are unable
to redeem the Series A preferred stock after five years, the cost of this
capital to us will increase substantially.
If we are unable to redeem the
Series A preferred stock prior to January 9, 2014, the cost of this capital
to us will increase substantially on that date, from 5.0% per annum to 9.0% per
annum.
Depending
on our financial condition at the time, this increase in the annual dividend
rate on the Series A preferred stock could have a material negative effect
on our liquidity.
Risks Specific to the Common
Stock
The Series A
preferred stock will impact net income available to the holders of our common
stock and our earnings per share of common stock, and the warrant we issued to
the U.S. Treasury may be dilutive to holders of our common
stock.
The
dividends declared and the accretion of discount on the Series A preferred
stock will reduce the net income available to holders of our common stock and
our earnings per share of common stock. The Series A preferred
stock will also receive preferential treatment in the event of liquidation,
dissolution or winding up of First Bancorp. Additionally, the
ownership interest of the existing holders of our common stock will be diluted
to the extent the warrant we issued to the U.S. Treasury in conjunction with the
sale to the U.S. Treasury of the Series A preferred stock is
exercised. The shares of common stock underlying the warrant
represent approximately 3.6% of our common stock outstanding as of December 31,
2008 (after giving effect to the exercise of the warrant). Although
the U.S. Treasury has agreed not to vote any of the common stock it receives
upon exercise of the warrant, a transferee of any portion of the warrant or of
any common stock acquired upon exercise of the warrant is not bound by this
restriction.
We may issue additional shares of
common or preferred stock, which may dilute the ownership and voting power of
our shareholders and the book value of our common stock.
We
are currently authorized to issue up to 20,000,000 shares of common stock, of
which 16,614,732 shares are currently outstanding, and up to 5,000,000
shares of preferred stock, of which 65,000 shares are
outstanding. Our board of directors has authority, without action or
vote of the shareholders (except to the extent required by law or the rules of
any stock exchange on which our shares are then traded) to issue all or part of
the authorized but unissued shares and to establish the terms of any series of
preferred stock. These authorized but unissued shares could be issued
on terms or in circumstances that could dilute the interests of other
shareholders.
There can be no
assurance that we will continue to pay cash dividends.
Although we have historically paid cash
dividends, there is no assurance that we will continue to pay cash
dividends. Future payment of cash dividends, if any, will be at the
discretion of our board of directors and will be dependent upon our financial
condition, results of operations, capital requirements and such other factors as
the board may deem relevant and will be subject to applicable federal and state
laws that impose restrictions on our and our subsidiaries’, including First
Bank’s, funds available to pay dividends.
FORWARD-LOOKING
STATEMENTS
We
believe that some of the information contained or incorporated by reference in
this prospectus constitutes “forward-looking statements” within the meaning of
the Private Securities Litigation Reform Act of 1995 regarding our future plans,
objectives and expected performance. Specifically, statements that
are not historical facts, including statements accompanied by words such as
“believe,” “expect,” “anticipate,” “intend,” “estimate” or “plan,” are intended
to identify forward-looking statements and convey the uncertainty of future
events or outcomes. We caution you that any such forward-looking
statements are based on assumptions that we believe are reasonable, but are
subject to a wide range of risks.
The following factors, among others,
could cause our financial performance to differ materially from that expressed
in such forward-looking statements:
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local, regional, national and
international economic and market conditions and the impact they may have
on us and our customers, and our assessment of that
impact;
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the effects of, and changes in,
trade, monetary and fiscal policies and laws, including interest rate
policies of the Board of Governors of the Federal Reserve System;
inflation or deflation; and interest rate, market and monetary
fluctuations;
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changes in deposit flows, loan
demand, real estate values and competition within the banking
industry;
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unanticipated changes in the
regulatory environment, including the impact of changes in financial
services laws, regulations and policies;
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the effect of acquisitions we have
made or may make in the future, including the failure to achieve the
expected revenue growth, synergies and/or expense savings from such
acquisitions; and
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adverse changes in the securities
market.
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You should also consider carefully the
statements in the “Risk Factors” section and other sections of this prospectus,
any prospectus supplement, and the documents we incorporate by reference, which
address additional factors that could cause our actual results to differ from
those set forth in the forward-looking statements.
Because of these and other
uncertainties, our actual future results, performance or achievements, or
industry results may be materially different from the results contemplated by
these forward-looking statements. In addition, our past results do
not necessarily indicate our future results. You should not place
undue reliance on any forward-looking statement, which speaks only as of the
date it was made. We do not intend to update these forward-looking
statements, even though our situation may change in the future, unless we are
obligated to do so under the federal securities laws. We qualify all
of our forward-looking statements by these cautionary
statements.
THE
COMPANY
We are a
bank holding company. Our principal activity is the ownership and
operation of First Bank, a state-chartered bank with its main office in Troy,
North Carolina. We also own a nonbank subsidiary, Montgomery Data
Services, Inc., that operates as a data processing company. These
subsidiaries are fully consolidated for financial reporting
purposes. In addition, we own 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.
We were
incorporated in North Carolina on December 8, 1983, as Montgomery Bancorp, for
the purpose of acquiring 100% of the outstanding common stock of Bank of
Montgomery through a stock-for-stock exchange. Bank of Montgomery was
organized in North Carolina in 1934 and began banking operations in 1935 under
the name of the county in which it operated. In 1985, Bank of
Montgomery changed its name to First Bank, and on December 31, 1986, we changed
our name to First Bancorp to conform to the name of our banking
subsidiary.
As of
December 31, 2008, First Bank operated in a 28-county area centered in Troy,
North Carolina. With a population of 3,500, Troy 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 74 branches located within a 120-mile radius of Troy,
covering principally a geographical area from Florence, South Carolina to the
southeast, to Wilmington, North Carolina to the east, 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 74
branches, 63 are located in North Carolina, 6 are located in South Carolina, and
5 are located in Virginia, where First Bank operates under the name “First Bank
of Virginia.” Ranked by assets, First Bank was the 6th largest bank in North
Carolina as of December 31, 2008.
First
Bank has one wholly owned subsidiary, First Bank Insurance Services, Inc., which
was acquired as an active insurance agency in 1994 in connection with our
acquisition of another bank. On December 29, 1995, we sold the
insurance agency operations of First Bank Insurance, and 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.
Our
principal executive offices are located at 341 North Main Street, Troy, North
Carolina 27371-0508, and our telephone number is (910)
576-6171.
USE
OF PROCEEDS
We will not receive any of the proceeds
from the sale by the selling securityholders of the securities offered by this
prospectus or any accompanying prospectus supplement.
RATIO
OF EARNINGS TO FIXED CHARGES AND PREFERRED SHARE DIVIDENDS
No shares
of preferred stock were outstanding during the years ended December 31, 2008,
2007, 2006, 2005, 2004 and 2003, and we did not pay preferred stock dividends
during these periods. Consequently, the ratios of earnings to fixed
charges and preferred share dividends is not different from the ratio of
earnings to fixed charges set forth below. Our ratio of earnings to
fixed charges for each of the periods indicated is as follows:
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Nine
Months Ended
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Ratio
of Earnings to Fixed Charges:
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Including
interest on deposits
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1.57 |
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1.50 |
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1.50 |
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1.56 |
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2.00 |
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2.49 |
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2.58 |
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Excluding
interest on deposits
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5.26 |
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4.30 |
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4.40 |
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4.48 |
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8.33 |
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10.46 |
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16.76 |
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We have
computed the ratio of earnings to fixed charges set forth above by dividing our
earnings by fixed charges. For these ratios, “earnings” consist of
income from continuing operations before income taxes and fixed
charges. “Fixed charges” consist of interest on all indebtedness and
deposits, amortization of debt issuance costs, and an interest factor
attributable to rentals.
DESCRIPTION
OF SERIES A PREFERRED STOCK
The
following is a brief description of the terms of the Series A preferred
stock that may be resold by the selling securityholders. This summary
does not purport to be complete in all respects. This description is
subject to and qualified in its entirety by reference to the actual terms of the
Series A preferred stock set forth in our articles of incorporation, as amended,
a copy of which has been filed with the SEC and are also available upon request
from us.
General
Pursuant
to our articles of incorporation, our board of directors is authorized to issue
up to 5,000,000 shares of preferred stock, no par value. Our board of
directors has designated 65,000 shares of our preferred stock as Series A
preferred stock, all of which were issued to the U.S. Treasury in a transaction
exempt from the registration requirements of the Securities Act. The
issued and outstanding Series A preferred stock are validly issued, fully
paid and nonassessable. No other shares of preferred stock are issued
and outstanding as of the date hereof.
Dividends Payable on Series A
Preferred Stock
Holders of Series A preferred
stock are entitled to receive if, as and when declared by our board of directors
or a duly authorized committee of the board of directors, out of assets legally
available for payment, cumulative compounded cash dividends at a rate per annum
of 5% per share on a liquidation preference of $1,000 per share of Series A
preferred stock from January 9, 2009 to, but excluding, February 15,
2014. From and after February 15, 2014, holders of Series A
preferred stock are entitled to receive cumulative compounded cash dividends at
a rate per annum of 9% per share on a liquidation preference of $1,000 per share
of Series A preferred stock with respect to each Dividend Period
thereafter.
Dividends
are payable quarterly in arrears on each February 15, May 15,
August 15 and November 15 (each, a “Dividend Payment Date”), starting with
February 15, 2009. If any Dividend Payment Date is not a
business day, then the next business day will be the applicable Dividend Payment
Date, and no additional dividends will accrue as a result of the applicable
postponement of the Dividend Payment Date. The period from and
including any Dividend Payment Date to, but excluding, the next Dividend Payment
Date is a “Dividend Period,” provided that the initial Dividend Period will be
the period from and including January 9, 2009 to, but excluding, the next
Dividend Payment Date. Dividends payable during any Dividend Period
are computed on the basis of a 360-day year consisting of twelve 30-day
months. Dividends payable on any date prior to the end of a Dividend
Period, and for the initial Dividend Period, will be computed on the basis of a
360-day year consisting of twelve 30-day months, and actual days elapsed over a
30-day month.
Dividends
payable with respect to the Series A preferred stock are payable to holders
of record of Series A preferred stock on the date that is the 15th
calendar day immediately preceding the applicable Dividend Payment Date or such
other record date as our board of directors or any duly authorized committee of
the board of directors determines, so long as such record date is not more than
60 nor less than 10 days prior to the applicable Dividend Payment
Date.
If
we determine not to pay any dividend or a full dividend with respect to the
Series A preferred stock, we are required to provide written notice to the
holders of Series A preferred stock prior to the applicable Dividend
Payment Date.
We
are subject to various regulatory policies and requirements relating to the
payment of dividends, including requirements to maintain adequate capital above
regulatory minimums. The Federal Reserve Board is authorized to
determine, under certain circumstances relating to our financial condition, that
the payment of dividends would be an unsafe or unsound practice and to prohibit
the payment thereof.
Our
ability to obtain funds for the payment of dividends and for other cash
requirements is largely dependent on the amount of dividends which may be
declared by our subsidiaries. Dividend payments from our subsidiaries
are subject to legal and regulatory limitations, generally based on net income
and retained earnings. The ability of our subsidiaries to pay
dividends to us is also subject to their profitability, financial condition,
capital expenditures and other cash flow requirements and contractual
obligations. Payments of dividends by our banking subsidiary may be
restricted at any time at the discretion of the applicable regulatory
authorities, if they deem such dividends to constitute an unsafe and/or an
unsound banking practice.
Priority of Dividends and Payments on
Liquidation
With
respect to the payment of dividends and the amounts to be paid upon liquidation,
the Series A preferred stock will rank:
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senior to our common stock and any
other class or series of stock the terms of which expressly provide that
it ranks junior to the Series A preferred stock as to dividend rights
and/or rights on liquidation, dissolution or winding up of First Bancorp
(“Junior Stock”); and
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at least equally with any other
class or series of stock the terms of which do not expressly provide that
it ranks senior or junior to the Series A preferred stock as to
dividend rights and/or rights on liquidation, dissolution or winding up of
First Bancorp (“Parity
Stock”).
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So
long as any shares of Series A preferred stock remain outstanding, unless
all accrued and unpaid dividends on the Series A preferred stock for all
prior Dividend Periods have been paid or are contemporaneously declared and paid
in full, no dividend whatsoever may be paid or declared on our common stock or
other Junior Stock or Parity Stock, if any, other than a dividend payable solely
in common stock. We and our subsidiaries also may not purchase,
redeem or otherwise acquire for consideration any of our common stock or any
other Junior Stock or Parity Stock, if any, unless we have declared and paid in
full all accrued and unpaid dividends on the Series A preferred stock for
all prior Dividend Periods, subject to certain exceptions,
including:
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purchases, redemptions or other
acquisitions of our common stock or other Junior Stock in connection with
the administration of our employee benefit plans in the ordinary course of
business and consistent with past
practice;
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purchases or other acquisitions by
a broker-dealer subsidiary of First Bancorp solely for the purpose of
market-making, stabilization or customer facilitation transactions in
Junior Stock or Parity Stock in the ordinary course of its
business;
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any dividends or distributions of
rights or Junior Stock in connection with a shareholders’ rights plan or
redemptions or repurchases of rights pursuant to any shareholders’ rights
plan;
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acquisition of record ownership of
Junior Stock or Parity Stock for the beneficial ownership of any other
person who is not First Bancorp or a subsidiary of First Bancorp,
including as trustee or custodian;
and
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the exchange or conversion of
Junior Stock for or into other Junior Stock or of Parity Stock for or into
other Parity Stock or Junior Stock but only to the extent that such
acquisition is required pursuant to binding contractual agreements entered
into before January 9, 2009 or any subsequent agreement for the
accelerated exercise, settlement or exchange thereof for common
stock.
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If we
repurchase shares of Series A preferred stock from a holder other than the
U.S. Treasury, we must offer to repurchase a ratable portion of the
Series A preferred stock then held by the U.S. Treasury.
On any Dividend Payment Date for which
full dividends are not paid, or declared and funds set aside therefor, on the
Series A preferred stock and any other Parity Stock, all dividends paid or
declared for payment on that Dividend Payment Date (or, with respect to Parity
Stock with a different dividend payment date, on the applicable dividend date
therefor falling within the Dividend Period and related to the Dividend Payment
Date for the Series A preferred stock), with respect to the Series A
preferred stock and any other Parity Stock, will be declared ratably among the
holders of any such shares who have the right to receive dividends, in
proportion to the respective amounts of the undeclared and unpaid dividends
relating to the Dividend Period.
Subject
to the foregoing, such dividends (payable in cash, securities or other property)
as may be determined by our board of directors (or a duly authorized committee
of the board of directors) may be declared and paid on our common stock and any
other Junior Stock from time to time out of any funds legally available for such
payment, and the holders of Series A preferred stock will not be entitled
to participate in any such dividend.
Redemption
The
Series A preferred stock may not be redeemed prior to February 15,
2012 unless we have received aggregate gross proceeds from one or more qualified
equity offerings (as described below) of not less than $16,250,000, which equals
25% of the aggregate liquidation amount of the Series A preferred stock on
the date of issuance to the U.S. Treasury. In such a case, we may
redeem the Series A preferred stock, subject to the approval of the Federal
Reserve Board, in whole or in part, upon notice as described below, up to a
maximum amount equal to the aggregate net cash proceeds received by us from such
qualified equity offerings. A “qualified equity offering” is a sale
and issuance for cash by us, to persons other than First Bancorp or its
subsidiaries after January 9, 2009, of perpetual preferred shares, common stock
or a combination thereof, that in each case qualify and may be included in
Tier 1 capital of First Bancorp at the time of issuance under the
applicable risk-based capital guidelines of the Federal Reserve
Board. Qualified equity offerings do not include issuances made in
consideration for other securities (e.g. in connection with a business
combination transaction), issuances of trust preferred securities or other
Tier 1 capital, and sales and issuances of common stock and/or perpetual
preferred shares made pursuant to agreements or arrangements entered into, or
pursuant to financing plans that were publicly announced, on or prior to
October 13, 2008.
After
February 15, 2012, the Series A preferred stock may be redeemed at any
time, subject to the approval of the Federal Reserve Board, in whole or in part,
subject to notice as described below.
In
any redemption, the redemption price is an amount equal to the per share
liquidation amount plus accrued and unpaid dividends to but excluding the date
of redemption.
The
Series A preferred stock will not be subject to any mandatory redemption,
sinking fund or similar provisions. Holders of shares of Series A preferred
stock have no right to require the redemption or repurchase of the Series A
preferred stock.
If
fewer than all of the outstanding shares of Series A preferred stock are to
be redeemed, the shares of Series A preferred stock to be redeemed will be
selected either pro rata
from the holders of record of Series A preferred stock in proportion
to the number of shares of Series A preferred stock held by those holders
or in such other manner as our board of directors or a duly authorized committee
thereof may determine to be fair and equitable.
We
will mail notice of any redemption of Series A preferred stock by first
class mail, postage prepaid, addressed to the holders of record of the
Series A preferred stock to be redeemed at their respective last addresses
appearing on our books. This mailing will be at least 30 days
and not more than 60 days before the date fixed for
redemption. Any notice mailed or otherwise given as described in this
paragraph will be conclusively presumed to have been duly given, whether or not
the holder receives the notice, and failure duly to give the notice by mail, or
any defect in the notice or in the mailing of the notice, to any holder of
Series A preferred stock designated for redemption will not affect the
redemption of any other Series A preferred stock. Each notice of
redemption will set forth the applicable redemption date, the redemption price,
the place where certificates for Series A preferred stock are to be
surrendered for payment of the redemption price, and the number of shares of
Series A preferred stock to be redeemed (and, if less than all shares of
Series A preferred stock held by the applicable holder, the number of
shares of Series A preferred stock to be redeemed from the
holder).
Shares
of Series A preferred stock that are redeemed, repurchased or otherwise
acquired by us will revert to authorized but unissued preferred
stock.
Liquidation
Rights
In
the event that we voluntarily or involuntarily liquidate, dissolve or wind up
our affairs, holders of Series A preferred stock will be entitled to
receive an amount per share, referred to as the “total liquidation amount,”
equal to the fixed liquidation preference of $1,000 per share, plus any accrued
and unpaid dividends, whether or not declared, to the date of
payment. Holders of the Series A preferred stock will be
entitled to receive the total liquidation amount out of our assets that are
available for distribution to shareholders, after payment or provision for
payment of our debts and other liabilities but before any distribution of assets
is made to holders of our common stock or any other shares ranking, as to that
distribution, junior to the Series A preferred stock.
If
our assets are not sufficient to pay the total liquidation amount in full to all
holders of Series A preferred stock and all holders of any shares of
outstanding Parity Stock, the amounts paid to the holders of Series A
preferred stock and other shares of Parity Stock will be paid pro rata in accordance with
the respective total liquidation amount for those holders. If the
total liquidation amount per share of Series A preferred stock has been
paid in full to all holders of Series A preferred stock and the
corresponding amounts payable with respect to other shares of Parity Stock has
been paid in full, the holders of our common stock or any other shares ranking,
as to such distribution, junior to the Series A preferred stock will be
entitled to receive all of our remaining assets according to their respective
rights and preferences.
For
purposes of the liquidation rights, neither the sale, lease, conveyance,
exchange or transfer of all or substantially all of our property and assets, nor
the consolidation or merger by us with or into any other entity or by another
entity with or into us, will constitute a liquidation, dissolution or winding-up
of our affairs.
Voting Rights
Except
as indicated below or otherwise required by law, the holders of Series A
preferred stock will not have any voting rights.
Election of Two
Directors upon Non-Payment of Dividends
If
the dividends on the Series A preferred stock have not been paid for an
aggregate of six quarterly Dividend Periods or more (whether or not
consecutive), the authorized number of directors then constituting our board of
directors will automatically be increased by two. Holders of Series A
preferred stock, together with the holders of any outstanding Parity Stock with
like voting rights (“Voting Parity Stock”), voting as a single class, will be
entitled to elect the two additional members of our board of directors
(“Preferred Stock Directors”) at the next annual meeting (or at a special
meeting called for the purpose of electing the Preferred Stock Directors prior
to the next annual meeting) and at each subsequent annual meeting until all
accrued and unpaid dividends for all past Dividend Periods, including the last
completed Dividend Period, have been paid in full, at which time such right will
terminate with respect to the Series A preferred stock, subject to
re-vesting in the event of each and every subsequent failure to pay dividends in
the circumstances described above. The election of any Preferred
Stock Director is subject to the qualification that the election would not cause
us to violate the corporate governance requirements of the Nasdaq Global Select
Market (or any other exchange on which our securities may be listed) that listed
companies must have a majority of independent directors.
Upon
the termination of the right of the holders of Series A preferred stock and
Voting Parity Stock to vote for Preferred Stock Directors, as described above,
the Preferred Stock Directors will immediately cease to be qualified as
directors, their term of office will terminate immediately and the number of
authorized directors of First Bancorp will be reduced by the number of Preferred
Stock Directors that the holders of Series A preferred stock and Voting
Parity Stock had been entitled to elect. The holders of a majority of
the Series A preferred stock and Voting Parity Stock, voting as a class,
may remove any Preferred Stock Director, with or without cause, and the holders
of a majority of the Series A preferred stock and Voting Parity Stock,
voting as a class, may fill any vacancy created by the removal of a Preferred
Stock Director. If the office of a Preferred Stock Director becomes
vacant for any other reason, the remaining Preferred Stock Director may choose a
successor to fill such vacancy for the remainder of the unexpired
term.
Other Voting
Rights
So long as any shares of Series A
preferred stock are outstanding, in addition to any other vote or consent of
shareholders required by law or by our articles of incorporation, the vote or
consent of the holders of at least 662/3% of the
Series A preferred stock at the time outstanding, voting separately as a
single class, given in person or by proxy, either in writing without a meeting
or by vote at any meeting called for the purpose, will be necessary for
effecting or validating:
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any amendment or alteration of our
articles of incorporation to authorize or create or increase the
authorized amount of, or any issuance of, any shares of, or any securities
convertible into or exchangeable or exercisable for shares of, any class
or series of our capital stock ranking senior to the Series A
preferred stock with respect to the payment of dividends and/or the
distribution of assets on any liquidation, dissolution or winding up of
First Bancorp;
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any amendment, alteration or
repeal of any provision of our articles of incorporation (including any
amendment, alteration or repeal by means of a merger, consolidation or
otherwise, unless no vote on such merger or consolidation is required by
the following paragraph) so as to adversely affect the rights,
preferences, privileges or voting powers of the Series A preferred
stock; or
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any consummation of a binding
share exchange or reclassification involving the Series A preferred
stock or of a merger or consolidation of First Bancorp with another
entity, unless (a) the Series A preferred stock remain
outstanding following any such transaction or, if First Bancorp is not the
surviving entity following such transaction, are converted into or
exchanged for preference securities of the surviving entity or its
ultimate parent and (b) such remaining outstanding shares of
Series A preferred stock or preference securities have rights,
references, privileges and voting powers that are not materially less
favorable than the rights, preferences, privileges or voting powers of the
Series A preferred stock immediately prior to the consummation of
such transaction, taken as a
whole.
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However,
any increase in the amount of authorized preferred stock or the creation and
issuance, or an increase in the authorized or issued amount of any other series
of preferred stock, or any securities convertible or exchangeable or exercisable
for any other series of preferred stock, ranking equally with and/or junior to
Series A preferred stock with respect to the payment of dividends (whether
such dividends are cumulative or non-cumulative) and the distribution of assets
upon liquidation, dissolution or winding up of First Bancorp will not be deemed
to adversely affect the rights, preferences, privileges or voting powers, and
will not require the affirmative vote or consent of, the holders of outstanding
Series A preferred stock.
With
respect to the voting rights of the Series A preferred stock, each holder
of shares of Series A preferred stock will have one vote for each share of
Series A preferred stock on any matter on which holders of Series A
preferred stock are entitled to vote.
The
foregoing voting provisions will not apply if, at or prior to the time when the
vote or consent would otherwise be required, all outstanding Series A
preferred stock have been redeemed or called for redemption upon proper notice
and sufficient funds have been set aside by us for the benefit of the holders of
Series A preferred stock to effect the redemption.
DESCRIPTION
OF DEPOSITARY SHARES
Pursuant to the securities purchase
agreement between us and the U.S. Treasury, we have agreed, if requested by the
U.S. Treasury, to enter into a depositary arrangement pursuant to which the
Series A preferred stock may be deposited and depositary shares, each
representing a fraction of a share of Series A preferred stock as specified by
the U.S. Treasury, may be issued. The Series A preferred stock would
be held by a depositary (e.g. a bank or trust company) reasonably acceptable to
the U.S. Treasury. If we enter into such depositary arrangement, the
selling securityholders would be offering depositary shares, each representing a
fraction of a share of Series A preferred stock, instead of actual whole shares
of Series A preferred stock. The actual terms of any depositary
arrangement would be set forth in a deposit agreement to which we would be a
party, and would be attached as an exhibit to a filing by us that would be
incorporated by reference into this prospectus or any prospectus
supplement.
DESCRIPTION
OF WARRANT
The
following is a brief description of the terms of the warrant that may be resold
by the selling securityholders. This summary does not purport to be
complete in all respects. This description is subject to and
qualified in its entirety by reference to the warrant, a copy of which has been
filed with the SEC and is also available upon request from us.
Common Stock Subject to the
Warrant
The warrant is initially exercisable
for 616,308 shares of our common stock. If we complete one or more
qualified equity offerings on or prior to December 31, 2009 that result in
our receipt of aggregate gross proceeds of not less than $65,000,000, which is
equal to 100% of the aggregate liquidation preference of the Series A
preferred stock, the number of shares of common stock underlying the warrant
then held by the selling securityholders will be reduced by 50% to 308,154
shares of common stock. The number of shares of common stock subject
to the warrant is subject to the further adjustments described below under the
caption “ —Adjustments to the Warrant.”
In
accordance with the terms of the securities purchase agreement between us and
the U.S. Treasury, the U.S. Treasury has represented that it intends to refrain
from exercising any voting rights pertaining to our common stock which it may
come to own upon exercise of some or all of the warrant.
Exercise of the
Warrant
The
initial exercise price applicable to the warrant is $15.82 per share of common
stock. The warrant may be exercised, in whole or in part, at any time
on or before January 9, 2019 by surrender of the warrant and a completed notice
of exercise attached as an annex to the warrant and the payment of the exercise
price for the shares of common stock for which the warrant is being
exercised. The exercise price may be paid either by the withholding
by First Bancorp of such number of shares of common stock issuable upon exercise
of the warrant equal to the value of the aggregate exercise price of the warrant
determined by reference to the market price of our common stock on the trading
day on which the warrant is exercised or, if agreed to by us and the warrant
holder, by the payment of cash equal to the aggregate exercise
price. If the warrant holder does not exercise the warrant in its
entirety, the warrant holder will be entitled to receive a new warrant in
substantially identical form for the purchase of that number of shares of common
stock equal to the difference between the number of shares of common stock
subject to the warrant and the number of shares of common stock as to which the
warrant is exercised. The exercise price applicable to the warrant is
subject to the further adjustments described below under the caption “ — Adjustments to the
Warrant.”
Upon
exercise of the warrant, certificates for the shares of common stock issuable
upon exercise will be issued to the warrant holder. Such shares of
common stock will be deemed to be issued as of the close of business on the date
on which the warrant and the payment of the exercise price are delivered to
First Bancorp. We will not issue fractional shares upon any exercise
of the warrant. Instead, the warrant holder will be entitled to a
cash payment equal to the market price of our common stock on the last trading
day preceding the exercise of the warrant less the pro-rated exercise price of
the warrant for any fractional shares of common stock that would have otherwise
been issuable upon exercise of the warrant. We will at all times
reserve the aggregate number of shares of common stock for which the warrant may
be exercised. The common stock issuable upon exercise of the warrant
will be listed on Nasdaq Global Select Market.
Rights as a
Shareholder
The
warrant holder will have no rights or privileges of the holders of shares of
common stock, including any voting rights, until (and then only to the extent)
the warrant has been exercised.
Transferability
The
U.S. Treasury may not transfer a portion of the warrant with respect to, or
exercise the warrant for, more than 50% of the shares of common stock underlying
the warrant until the earlier of the
date on
which First Bancorp has received aggregate gross proceeds from a qualified
equity offering of at least $65,000,000 and December 31,
2009. The warrant, and all rights under the warrant, are otherwise
transferable in accordance with applicable securities laws.
Adjustments to the
Warrant
Adjustments in
Connection with Stock Splits, Subdivisions, Reclassifications and
Combinations
The
number of shares of common stock for which the warrant may be exercised and the
exercise price applicable to the warrant will be proportionately adjusted in the
event we pay dividends or make distributions of our common stock, or subdivide,
combine or reclassify our outstanding common stock into a smaller or greater
amount.
Anti-Dilution
Adjustment
Until the
earlier of January 9, 2012 and the date the U.S. Treasury no longer holds the
warrant (and other than in certain permitted transactions described below, or in
a stock split, subdivision, reclassification or combination as described above),
if we issue any shares of common stock (or securities convertible or
exchangeable for or exercisable into common stock) without consideration or for
consideration that is less than 90% of the market price of the common stock on
the last trading day prior to pricing such common stock or convertible
securities, then the number of shares of common stock issuable upon exercise of
the warrant and the exercise price of the warrant will be
adjusted. Permitted transactions that will not trigger this
adjustment include issuances:
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as consideration for or to fund
the acquisition of businesses and/or related
assets;
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in connection with employee
benefit plans and compensation-related arrangements in the ordinary course
and consistent with past practice approved by our board of directors;
and
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in connection with public or
broadly marketed offerings and sales of common stock or convertible
securities for cash conducted by us or our affiliates pursuant to
registration under the Securities Act, or Rule 144A thereunder, on a
basis consistent with capital-raising transactions by comparable financial
institutions.
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Other
Distributions
If we
declare any dividends or distributions in excess of our quarterly dividend rate
in effect on October 14, 2008 (i.e., $0.19 per share), both the number of shares
of common stock issuable upon exercise of the warrant and the exercise price of
the warrant will be adjusted to reflect such dividends or
distributions.
Certain
Repurchases
If we
effect a pro rata
repurchase of shares of common stock, both the number of shares of common
stock issuable upon exercise of the warrant and the exercise price of the
warrant will be adjusted.
Business
Combinations
In the
event of a merger, consolidation, statutory share exchange or similar
transaction involving First Bancorp and requiring shareholder approval, or a
reclassification of our common stock (other than as described above under the
caption “ –Adjustments in Connection with Stock Splits, Subdivisions,
Reclassifications and Combinations”), the warrant holder’s right to receive
shares of our common stock upon exercise of the warrant will be converted into
the right to exercise the warrant for the transaction consideration that would
have been payable to the warrant holder with respect to the shares of common
stock for which the warrant may be exercised, as if the warrant had been
exercised prior to such merger, consolidation or similar transaction, or
reclassification.
Registered Sales
of the Warrant
The
holders of the warrant agree to sell the warrant or any portion thereof under
the Registration Statement of which this prospectus is a part only beginning
30 days after notifying First Bancorp of any such sale, during which 30-day
period the U.S. Treasury and all holders of the warrant shall take reasonable
steps to agree to revisions to the warrant to permit a public distribution of
the warrant, including entering into a warrant agreement and appointing a
warrant agent.
DESCRIPTION
OF COMMON STOCK
The
following is a brief description of the terms of our
Common Stock. This summary does not purport to be complete
in all respects. This description is subject to and qualified in its
entirety by reference to the relevant provisions of North Carolina law, our
articles of incorporation and our bylaws, in each case, as amended, copies of
which have been filed with the SEC and are also available upon request from
us.
General
We have
authority to issue 20,000,000 shares of common stock, no par
value. As of December 31, 2008, 16,573,826 shares were
outstanding. Our common stock is listed on The Nasdaq Global Select
Market under the symbol “FBNC.”
Our board
of directors may authorize the issuance of additional shares of common stock
without further action by our shareholders, unless such action is required in a
particular case by applicable laws or regulations or by any stock exchange or
quotation system upon which our common shares may be listed or
quoted.
Dividends
The
holders of shares of common stock are entitled to dividends in such amounts as
may be declared by the board of directors from time to time from funds legally
available therefor. The dividend rights of holders of common stock
are qualified and subject to the dividend rights of holders of Series A
preferred stock described under the caption “DESCRIPTION OF SERIES A PREFERRED
STOCK –Priority of Dividends and Payments on Liquidation” above. In
addition, the securities purchase agreement with the U.S. Treasury contains
limitations on the payment of dividends on the common stock from and after
January 9, 2009 (including with respect to the payment of cash dividends in
excess of $0.19 per share, which is the amount of the last quarterly cash
dividend declared by First Bancorp prior to October 14, 2008). Prior
to the earlier of (i) January 9, 2012 and (ii) the date on which the Series A
preferred stock have been redeemed in whole or the U.S. Treasury has transferred
the Series A preferred stock to unaffiliated third parties, we may not declare
or pay any dividend or make any distribution on our common stock other than
regular quarterly cash dividends not exceeding $0.19 per share and dividends
payable solely in common stock, without the consent of the U.S.
Treasury.
Voting
Rights
In
general, holders of our common stock are entitled to one vote per share on all
matters on which the holders of common stock are entitled to
vote. With respect to the election of directors, holders of our
common stock may choose to elect our directors by cumulative
voting. If cumulative voting is in effect, each shareholder is
entitled to multiply the number of votes he or she is entitled to cast by the
number of directors for whom he or she is entitled to vote, and to cast the
product for a single candidate or distribute the product among two or more
candidates.
Liquidation
Rights
If we
liquidate, dissolve or wind-up our business, whether voluntarily or not, holders
of our common stock will share on a pro rata basis in the distribution of all
assets remaining after we pay our liabilities.
Other
Provisions
Holders
of our common stock have no preemptive, subscription, redemption or conversion
rights. Our common stock is not subject to any sinking fund, and the
outstanding shares are fully paid and non-assessable.
Anti-Takeover
Provisions
Certain
provisions of our articles of incorporation, our bylaws and the North Carolina
Business Corporation Act may make it more difficult for someone to acquire
control of us or to remove our management.
Advance Notice
Provisions. Under our bylaws, a shareholder may not nominate a
person for election to the board of directors or propose that any other business
be considered at any annual meeting of shareholders unless the shareholder gives
us timely notice of this action. To be timely, the notice must be
delivered to us not less than 60 days nor more than 90 days in advance of the
first anniversary of the preceding year’s shareholders’
meeting. However, if the meeting is advanced by more than 30 days or
delayed by more than 60 days from such anniversary date, then notice must be
given no earlier than the 90th day
prior to the meeting and not later than the close of business on the later of
the 60th day
prior to the meeting or the tenth day following the day on which public
announcement of the date of the meeting was first given. The notice
must set forth certain information described in our bylaws.
Special
Shareholders’ Meetings. Under our bylaws, special meetings of
our shareholders may be called only by our president, chief executive officer or
board of directors. So long as we are a public company, under North
Carolina law, our shareholders are not entitled to call a special
meeting. In addition, at a special meeting, our shareholders may only
consider business related to the purposes of the meeting set forth in the notice
of meeting.
PLAN
OF DISTRIBUTION
The
selling securityholders and their successors, including their transferees, may
sell the securities directly to purchasers or through underwriters,
broker-dealers or agents, who may receive compensation in the form of discounts,
concessions or commissions from the selling securityholders. These
discounts, concessions or commissions as to any particular underwriter,
broker-dealer or agent may be in excess of those customary in the types of
transactions involved.
The
securities may be sold in one or more transactions at fixed prices, at
prevailing market prices at the time of sale, at varying prices determined at
the time of sale or at negotiated prices. These sales may be effected
in transactions, which may involve crosses or block transactions:
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on
any national securities exchange or quotation service on which the Series
A preferred stock or the common stock may be listed or quoted at the time
of sale, including, as of the date of this prospectus, the Nasdaq Global
Select Market in the case of common stock;
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in
the over-the-counter market;
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in
transactions otherwise than on these exchanges or services or in the
over-the-counter market; or
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through
the writing of options, whether the options are listed on an options
exchange or otherwise.
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In
addition, any securities that qualify for sale pursuant to Rule 144 or Rule 144A
under the Securities Act may be sold under such rules rather than pursuant to
this prospectus.
In
connection with the sale of the securities or otherwise, the selling
securityholders may enter into hedging transactions with broker-dealers, which
may in turn engage in short sales of the common stock issuable upon exercise of
the warrant in the course of hedging the positions they assume. The
selling securityholders may also sell short the common stock issuable upon
exercise of the warrant and deliver common stock to close out short positions,
or loan or pledge the Series A preferred stock or the common stock issuable upon
exercise of the warrant to broker-dealers that in turn may sell these
securities.
The
aggregate proceeds to selling securityholders from the sale of the securities
will be the purchase price of the securities less discounts and commission, if
any.
In
effecting sales, broker-dealers or agents engaged by the selling securityholders
may arrange for other broker-dealers to participate. Broker-dealers
or agents may receive commissions, discounts, or concessions from the selling
securityholders in amounts to be negotiated immediately prior to the
sale.
In
offering the securities covered by this prospectus, the selling securityholders
and any broker-dealers who execute sales for the selling securityholders may be
deemed to be “underwriters” within the meaning of Section 2(a)(11) of the
Securities Act in connection with such sales. Any profits realized by
the selling securityholders and the compensation of any broker-dealer may be
deemed to be underwriting discounts and commissions. Selling
securityholders who are “underwriters” within the meaning of
Section 2(a)(11) of the Securities Act will be subject to the prospectus
delivery requirements of the Securities Act and may be subject to certain
statutory and regulatory liabilities, including liabilities imposed pursuant to
Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the
Exchange Act.
In
order to comply with the securities laws of certain states, if applicable, the
securities must be sold in such jurisdictions only through registered or
licensed brokers or dealers. In addition, in certain states, the
securities may not be sold unless they have been registered or qualified for
sale in the applicable state or an exemption from the registration or
qualification requirement is available and is complied with.
The
anti-manipulation rules of Regulation M under the Exchange Act may apply to
sales of securities pursuant to this prospectus and to the activities of the
selling securityholders. In addition, we
will make
copies of this prospectus available to the selling securityholders for the
purpose of satisfying the prospectus delivery requirements of the Securities
Act.
At
the time a particular offer of securities is made, if required, a prospectus
supplement will set forth the number and type of securities being offered and
the terms of the offering, including the name of any underwriter, dealer or
agent, the purchase price paid by any underwriter, any discount, commission and
other item constituting compensation, any discount, commission or concession
allowed or re-allowed or paid to any dealer, and the proposed selling price to
the public.
We
do not intend to apply for listing of the Series A preferred stock or the
warrant on any national securities exchange unless requested by the U.S.
Treasury. No assurance can be given as to the liquidity of the
trading market, if any, for the Series A preferred stock. Our
common stock is listed on the Nasdaq Global Select Market under the symbol
“FBNC”.
We
have agreed to indemnify the selling securityholders against certain
liabilities, including certain liabilities under the Securities
Act. We have also agreed, among other things, to bear substantially
all expenses (other than underwriting discounts and selling commissions) in
connection with the registration and sale of the securities covered by this
prospectus.
SELLING
SECURITYHOLDERS
The
selling securityholders may include (i) the U.S. Treasury, which acquired all of
the shares of Series A preferred stock and the warrant from us on January
9, 2009 in a private placement exempt from the registration requirements of the
Securities Act, and (ii) any other person or persons holding shares of
Series A preferred stock or depositary shares evidencing fractional
interests in shares of Series A preferred stock, any portion of the warrant
and any shares of our common stock issued upon exercise of the warrant, to whom
the U.S. Treasury has transferred its registration rights under the terms of the
securities purchase agreement between us and the U.S. Treasury. The
U.S. Treasury is required to notify us in writing of any such transfer of its
registration rights within ten days after the transfer, including the name and
address of the transferee and the number and type of securities with respect to
which the registration rights have been assigned. As of the date of
this prospectus, the U.S. Treasury has not notified us of any such
transfer. Accordingly, we believe that the U.S. Treasury currently
holds record and beneficial ownership of 100% of the outstanding shares of the
Series A preferred stock and the entire amount of the warrant (none of
which has been exercised) covered by this prospectus.
The
securities to be offered under this prospectus for the account of the selling
securityholders are:
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65,000
shares of Series A preferred stock, representing beneficial ownership
of 100% of the shares of Series A preferred stock outstanding on the date
of this prospectus;
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in
the event shares of Series A preferred stock are deposited with a
depositary, depositary shares evidencing fractional interests in such
shares;
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a
warrant to purchase 616,308 shares of our common stock, representing
beneficial ownership of approximately 3.6% of our common stock as of
December 31, 2008 (after giving effect to the exercise of the warrant);
and
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616,308
shares of our common stock issuable upon exercise of the warrant, which
shares, if issued, would represent ownership of approximately 3.6% of our
common stock as of December 31, 2008 (after giving effect to the exercise
of the warrant).
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For
purposes of this prospectus, we have assumed that, after completion of the
offering covered by this prospectus, none of the securities covered by this
prospectus will be held by the selling securityholders.
Beneficial
ownership is determined in accordance with the rules of the SEC and includes
voting or investment power with respect to the securities. To our
knowledge, the U.S. Treasury has sole voting and investment power with respect
to the securities, subject to restrictions on exercise of voting rights on
Series A preferred stock and common stock issuable upon exercise of the
warrant as described in “DESCRIPTION OF SERIES A PREFERRED STOCK” and
“DESCRIPTION OF THE WARRANT” above, respectively.
We
do not know when or in what amounts the selling securityholders may offer the
securities for sale. The selling securityholders might not sell any
or all of the securities offered by this prospectus. Because the
selling securityholders may offer all or some of the securities pursuant to this
offering, and because currently no sale of any of the securities is subject to
any agreements, arrangements or understandings, we cannot estimate the number of
the securities that will be held by the selling securityholders after completion
of the offering.
Other
than with respect to the acquisition of the securities, the initial selling
securityholder has not had a material relationship with us.
Information
about the selling securityholders may change over time and changed information
will be set forth in supplements to this prospectus if and when
necessary.
LEGAL
MATTERS
The
legality of the securities offered in this prospectus will be passed upon for us
by Robinson, Bradshaw & Hinson, P.A., Charlotte, North
Carolina. The name of legal counsel to any underwriters or agents
with respect to certain issues relating to any offering will be set forth in the
applicable prospectus supplement. As of February 4, 2009, members of
Robinson, Bradshaw & Hinson, P.A. beneficially owned less than 1% of our
common stock.
EXPERTS
The
consolidated financial statements of First Bancorp and its subsidiaries as of
December 31, 2007 and 2006, and for each of the years in the three-year period
ended December 31, 2007, 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.
WHERE
YOU CAN FIND MORE INFORMATION
This
prospectus is a part of a registration statement on Form S-3 filed by us with
the SEC under the Securities Act. This prospectus does not contain
all the information set forth in the registration statement, certain parts of
which have been omitted in accordance with the rules and regulations of the
SEC. For further information with respect to us and the securities
offered by this prospectus, reference is made to the registration
statement.
We file
periodic reports, proxy statements and other information with the
SEC. Our SEC filings are available to the public over the Internet
from the SEC’s website at http://www.sec.gov. Our filings with the
SEC are also available to the public on our website at
http://www.firstbancorp.com. Except for
the
documents filed by us with the SEC that are specifically incorporated by
reference into this prospectus, none of the other information on our website is
part of this prospectus. You may read and copy any periodic report,
proxy statement or other information we file at the SEC’s public reference room
located at 100 F Street, N.E., Washington, D.C. 20549. You may also
obtain copies of these documents at prescribed rates by writing to the Public
Reference Section of the SEC at 100 F Street, N.E., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information
on the operation of the public reference room.
The SEC
allows us to “incorporate by reference” in this prospectus the information in
documents filed with it. This means that we can disclose important
information to you by referring you to these documents. The
information incorporated by reference is considered to be a part of this
prospectus, and information in documents that we file later with the SEC will
automatically update and supersede information contained in documents filed
earlier with the SEC or contained in this prospectus or any prospectus
supplement. Information furnished by us pursuant to Item 2.02 or Item
7.01 in our Current Reports on Form 8-K is not incorporated by reference in this
prospectus. We furnished information under Item 2.02 in our Current
Reports filed January 29, 2008, April 23, 2008, July 29, 2008, October 28, 2008
and January 29, 2009.
We
incorporate by reference in this prospectus the documents listed
below:
|
|
•
|
Our
Annual Report on Form 10-K for the year ended December 31,
2007.
|
|
|
|
|
|
|
•
|
Our
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2008,
June 30, 2008 and September 30, 2008.
|
|
|
|
|
|
|
•
|
Our
Current Reports on Form 8-K filed March 3, 2008, April 2, 2008, April 7,
2008, June 2, 2008, June 23, 2008, August 26, 2008, December 17, 2008 and
January 13, 2009.
|
|
|
|
|
|
|
•
|
Portions
of our proxy statement for the annual meeting of shareholders held on May
15, 2008, that have been incorporated by reference in our Annual Report on
Form 10-K for the year ended December 31, 2007.
|
|
|
|
|
|
|
•
|
The
description of our common stock contained in our Registration Statement on
Form 8-A as filed with the SEC on April 8, 1987.
|
|
|
|
|
|
|
•
|
All
documents subsequently filed by us with the SEC pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 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.`
|
You may
request a copy of these documents, at no cost to you, by writing or telephoning
us at:
First
Bancorp
341 North
Main Street
Post
Office Box 508
Troy,
North Carolina 27371-0508
Attention: Corporate
Secretary
(910)
576-6171
Any
statement made in this prospectus or any prospectus supplement concerning the
contents of any contract, agreement or other document is only a summary of the
actual document. You may obtain a copy of any document summarized in
this prospectus or any prospectus supplement at no cost by writing to or
telephoning us at the address and telephone number given above. Each
statement regarding a contract, agreement or other document is qualified in its
entirety by reference to the actual document.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
ITEM
14. OTHER
EXPENSES OF ISSUANCE AND DISTRIBUTION*
The following table sets forth the
estimated fees and expenses (all but the SEC fees are estimates) payable by us
in connection with the filing of this Registration Statement on Form
S-3:
|
SEC
Registration
Fee
|
|
$ |
2,938.00 |
|
|
Legal
fees and
expenses
|
|
$ |
30,000.00 |
* |
|
Accounting
fees and
expenses
|
|
$ |
5,000.00 |
* |
|
Other
|
|
$ |
1,000.00 |
* |
|
Total
|
|
$ |
38,938.00 |
|
* Estimate.
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. EXHIBITS
Certain
exhibits have been incorporated by reference to exhibits previously filed by
First Bancorp (SEC File No. 0-15572) with the Securities and Exchange Commission
(SEC).
|
4.a
|
Articles
of Incorporation of First Bancorp and amendments thereto, which are hereby
incorporated by reference to Exhibits 3.a.i through 3.a.v to First
Bancorp’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2002 and Exhibits 3.1 and 3.2 to First Bancorp’s Current Report on Form
8-K filed January 13, 2009
|
|
|
|
|
4.b
|
Amended
and Restated Bylaws of First Bancorp, which is hereby incorporated by
reference to Exhibit 3.b to First Bancorp’s Annual Report on Form 10-K for
the year ended December 31, 2003
|
|
|
|
|
4.c
|
Form
of Common Stock Certificate, which is hereby incorporated by reference to
Exhibit 4 to First Bancorp’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999
|
|
|
|
|
4.d
|
Warrant
to Purchase Common Stock which is hereby incorporated by reference to
Exhibit 4.2 to First Bancorp’s Periodic Report on Form 8-K filed with the
SEC on January 13, 2009
|
|
|
|
|
4.e
|
Form
of Certificate for the Fixed Rate Cumulative Perpetual Preferred Stock,
Series A, which is hereby incorporated by reference to Exhibit 4.1 to
First Bancorp’s Current Report on Form 8-K filed with the SEC on January
13, 2009
|
|
|
|
|
4.f
|
Letter
Agreement dated as of January 9, 2009 between First Bancorp and the United
States Department of Treasury and the Securities Purchase Agreement-
Standard Terms attached thereto which is hereby incorporated by reference
to Exhibit 10.1 to First Bancorp’s Current Report on Form 8-K filed with
the SEC on January 13, 2009
|
|
|
|
|
5*
|
Opinion
of Robinson, Bradshaw & Hinson, P.A. as to the validity of offered
securities
|
|
|
|
|
12*
|
Computation
of Ratio of Earnings to Fixed Charges
|
|
|
|
|
23.a*
|
Consent
of Elliott Davis, PLLC, independent auditors
|
|
|
|
|
23.b*
|
Consent
of Robinson, Bradshaw & Hinson, P.A. (contained in their opinion filed
as Exhibit 5)
|
|
|
|
|
24*
|
Power
of Attorney
|
ITEM
17. UNDERTAKINGS
(a) The
undersigned registrant 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;
(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 Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective registration statement;
(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 (i), (ii) and (iii) above do not apply if the
registration statement is on Form S-3 or Form F-3 and 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 registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement, or is contained in a
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 of 1933, 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 of 1933 to any
purchaser:
(i) Each prospectus filed by the registrant
pursuant to Rule 424(b)(3) shall be deemed to be part of the registration
statement as of the date the filed prospectus was deemed part of and
included in the registration statement; and
(ii) Each prospectus required to be filed
pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering made pursuant to Rule
415(a)(1)(i), (vii) or (x) for the purpose of providing the information required
by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and
included in the registration
statement as of the earlier of the date
such form of prospectus if first used after effectiveness or the date of the
first contract of sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability purposes of the
issuer and any person that is at that date an underwriter, such date shall be
deemed to be a new effective date of the registration statement relating to the
securities in the registration statement to which that prospectus relates, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof. 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
effective date, 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 effective
date.
(5) That, for
purposes of determining any liability of the registrant under the Securities Act
of 1933 to any purchaser in the initial distribution of the securities, the
undersigned registrant undertakes that in a primary offering of securities of
the undersigned registrant 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 undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(i) Any preliminary prospectus or prospectus
of the undersigned registrant 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 undersigned registrant or used or
referred to by the undersigned registrant;
(iii) The portion of any other free writing
prospectus relating to the offering containing material information about the
undersigned registrant or its securities provided by or on behalf of the
undersigned registrant; and
(iv) Any other communication that is an offer
in the offering made by the undersigned registrant to the purchaser.
(b) The undersigned registrant hereby
undertakes that, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant’s annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan’s annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the 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.
(c) Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant 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 registrant 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 of
whether such indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, 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, state of North Carolina, on February 9, 2009.
|
|
By:
|
/s/
Jerry L. Ocheltree
|
|
|
|
|
Jerry
L. Ocheltree
|
|
|
|
|
President
and Chief Executive Officer
|
|
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed on February 9, 2009 by the following persons in the capacities
indicated.
|
/s/
Jerry L. Ocheltree
|
|
/s/
Anna G. Hollers
|
|
Jerry
L. Ocheltree
|
|
Anna
G. Hollers
|
|
President,
Chief
|
|
Executive
Vice President, Chief Operating Officer and Secretary
|
|
Executive
Officer and Director
|
|
|
|
(Principal
Executive Officer)
|
|
|
|
|
|
|
|
/s/
Eric P. Credle
|
|
/s/
Jack D. Briggs *
|
|
Eric
P. Credle
|
|
Jack
D. Briggs
|
|
Executive
Vice President and
|
|
Director
|
|
Chief
Financial Officer
|
|
|
|
(Principal
Financial Officer)
|
|
|
|
|
|
|
|
/s/
R. Walton Brown *
|
|
/s/
David L. Burns *
|
|
R.
Walton Brown
|
|
David
L. Burns
|
|
Director
|
|
Director
|
|
|
|
|
|
/s/
John F. Burns *
|
|
/s/
Mary Clara Capel *
|
|
John
F. Burns
|
|
Mary
Clara Capel
|
|
Director
|
|
Director
|
|
|
|
|
|
/s/
James C. Crawford, III *
|
|
|
|
James
C. Crawford, III
|
|
James
G. Hudson, Jr.
|
|
Director
|
|
Director
|
|
|
|
|
|
/s/
George R. Perkins, Jr. *
|
|
/s/
Thomas F. Phillips *
|
|
George
R. Perkins, Jr.
|
|
Thomas
F. Phillips
|
|
Director
|
|
Director
|
|
|
|
|
|
/s/
Frederick L. Taylor II *
|
|
/s/
Virginia C. Thomasson *
|
|
Frederick
L. Taylor II
|
|
Virginia
C. Thomasson
|
|
Director
|
|
Director
|
|
|
|
|
|
/s/
Goldie H. Wallace *
|
|
/s/
A. Jordan Washburn *
|
|
Goldie
H. Wallace
|
|
A.
Jordan Washburn
|
|
Director
|
|
Director
|
|
|
|
|
|
/s/
Dennis A. Wicker *
|
|
/s/
John C. Willis *
|
|
Dennis
A. Wicker
|
|
John
C. Willis
|
|
Director
|
|
Director
|
|
|
|
|
|
|
|
|
|
*
By:
|
/s/
Anna G. Hollers
|
|
|
|
Anna
G. Hollers
|
|
|
|
Attorney-in-Fact
|
|
EXHIBIT
INDEX
| EXHIBIT
NUMBER |
|
EXHIBIT
DESCRIPTION |
| |
|
|
|
4.a
|
|
Articles
of Incorporation of First Bancorp and amendments thereto, which are hereby
incorporated by reference to Exhibits 3.a.i through 3.a.v to First
Bancorp’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2002 and Exhibits 3.1 and 3.2 to First Bancorp’s Current Report on Form
8-K filed January 13, 2009
|
| |
|
|
|
4.b
|
|
Amended
and Restated Bylaws of First Bancorp, which is hereby incorporated by
reference to Exhibit 3.b to First Bancorp’s Annual Report on Form 10-K for
the year ended December 31, 2003
|
| |
|
|
|
4.c
|
|
Form
of Common Stock Certificate, which is hereby incorporated by reference to
Exhibit 4 to First Bancorp’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999
|
| |
|
|
|
4.d
|
|
Warrant
to Purchase Common Stock which is hereby incorporated by reference to
Exhibit 4.2 to First Bancorp’s Periodic Report on Form 8-K filed with the
SEC on January 13, 2009
|
| |
|
|
|
4.e
|
|
Form
of Certificate for the Fixed Rate Cumulative Perpetual Preferred Stock,
Series A , which is hereby incorporated by reference to Exhibit 4.1
to First Bancorp’s Current Report on Form 8-K filed with the SEC on
January 13, 2009
|
| |
|
|
|
4.f
|
|
Letter
Agreement dated as of January 9, 2009 between First Bancorp and the United
States Department of Treasury and the Securities Purchase Agreement-
Standard Terms attached thereto which is hereby incorporated by reference
to Exhibit 10.1 to First Bancorp’s Current Report on Form 8-K filed with
the SEC on January 13, 2009
|
| |
|
|
|
5*
|
|
Opinion
of Robinson, Bradshaw & Hinson, P.A. as to the validity of offered
securities
|
| |
|
|
|
12*
|
|
Computation
of Ratio of Earnings to Fixed Charges
|
| |
|
|
|
23.a*
|
|
Consent
of Elliott Davis, PLLC, independent auditors
|
| |
|
|
|
23.b*
|
|
Consent
of Robinson, Bradshaw & Hinson, P.A. (contained in their opinion filed
as Exhibit 5)
|
| |
|
|
|
24*
|
|
Power
of Attorney
|