SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 31, 1999
CAPITAL BANK CORPORATION
(Exact name of registrant as specified in its charter)
North Carolina 333-65853 56-2101930
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification Number)
4400 Falls of Neuse Road, Raleigh, North Carolina,
27609 (address of principal executive offices)
(919)878-3100
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 31, 1999, Capital Bank Corporation (the "Company") completed a
share exchange with Home Savings Bank of Siler City, Inc., SSB ("Home"), a North
Carolina savings bank. The Company acquired all of the outstanding Home stock in
exchange for approximately 1,181,038 shares of newly issued Company Common
Stock, no par value per share ("Common Stock") in a pooling of interests
transaction. Home became a wholly-owned subsidiary of the Company and will
operate as an independent subsidiary until it is merged into Capital Bank, the
Company's other operating subsidiary, which merger is expected to occur in
mid-1999. Additional information regarding these transactions is provided in the
Company's Registration Statement on Form S-4 (File No. 333-65853), initially
filed with the Commission on October 19, 1998, and amended on November 10, 1998,
December 21, 1998, and February 8, 1999 (the "Registration Statement").
ITEM 5. OTHER EVENTS.
On March 31, 1999, Capital Bank completed its reorganization into a bank
holding company structure in a transaction in which the Capital Bank
shareholders exchanged each share of Capital Bank stock for one share of the
Company's Common Stock. Thus, the shareholders of Capital Bank before the
holding company reorganization became shareholders of the Company.
The Common Stock of Capital Bank Corporation is accordingly deemed
registered under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), by virtue of Rule 12g-3(a) under the Exchange Act which provides for the
registration by succession of securities previously registered under Section 12
of the Exchange Act, such as the Common Stock of Capital Bank.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The consolidated statements of financial condition of Home
as of September 30, 1998 and 1997, and the consolidated statements of
operations of Home for the years ended September 30, 1998, 1997, and 1996,
and the Notes thereto, were previously filed, within the meaning of Rule
12b-2 promulgated under the Exchange Act, in the Company's Registration
Statement.
The following unaudited interim consolidated financial
statements of Home as of and for the quarter ended December 31, 1998 will
be provided by amendment within 75 days of March 31, 1999:
(1) Consolidated Statement of Financial Condition as
of the quarter ended December 31, 1998.
(2) Consolidated Statements of Operations for the
quarters ended December 31, 1997 and 1998.
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(3) Consolidated Statements of Cash Flows for the
quarters ended December 31, 1997 and 1998.
(4) Notes to Unaudited Interim Consolidated Financial
Statements.
(b) PRO FORMA FINANCIAL INFORMATION.
The pro forma combined condensed balance sheet of Home
and Capital Bank as of December 31, 1998, and the unaudited pro forma combined
condensed statements of operations for the year ended December 31, 1998 and
period ended December 31, 1997 will be provided by amendment within 75 days of
March 31, 1999.
(c) EXHIBITS.
Exhibit No. Description of Exhibit
2.1(1) Agreement and Plan of Reorganization and Share
Exchange By and Among Capital Bank, Capital Bank
Corporation and Home Savings Bank of Siler City,
Inc., SSB
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(1) Appendix II to the Registration Statement incorporated herein
by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: April 14, 1999
CAPITAL BANK CORPORATION
By: /s/ James A. Beck
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James A. Beck
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
2.1(1) Agreement and Plan of Reorganization and Share Exchange By
and Among Capital Bank, Capital Bank Corporation and Home
Savings Bank of Siler City, Inc., SSB
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(1) Appendix II to the Registration Statement incorporated herein by reference.
