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) October 31, 2000
CAROLINA BANK HOLDINGS, INC.
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(Exact name of Registrant as specified in its charter)
North Carolina To Be Assigned 56-2215437
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(State or other jurisdiction (Commission File No.) (IRS Employer Identification
of incorporation) number)
2604 Lawndale Avenue, Greensboro, NC 27408
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(Address of principal executive offices)
Registrant's telephone number, including area code (336) 288-1898
Not Applicable
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(Former address of principal executive offices)
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Item 5. Other Events.
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On October 31, 2000, pursuant to an Agreement and Plan of Reorganization and
Share Exchange dated August 17, 2000 (the "Agreement") and approved by
shareholders at a special meeting on October 26, 2000, Registrant acquired all
of the outstanding stock of Carolina Bank. Under the terms of the Agreement, the
shares of Carolina Bank's common stock were exchanged for shares of the
Registrant on a one-for-one basis. The shares of the Registrant issued in
connection with the reorganization were not registered under the Securities Act
of 1933, as amended, in reliance upon the exemption from registration set forth
in Section 3(a)(12) of the Act.
As a result of the transaction described above, the Registrant is the successor
issuer to Carolina Bank, pursuant to Rule 12g-3 promulgated under the Securities
Exchange Act of 1934. Carolina Bank has been subject to the information
requirements of the Exchange Act and in accordance with Section 12(i) thereof
has timely filed reports and other financial information with the FDIC. Such
reports and other information filed by Carolina Bank with the FDIC may be
inspected and copied at the public reference facilities maintained by the FDIC
at 550 17th Street, N.W., Washington, DC 20006. Carolina Bank filed under FDIC
Certificate No. 34348-0. The last financial report filed by Carolina Bank with
the FDIC was the Form 10-QSB for June 30, 2000 and the last report was the
current report on Form 8-K filed November 1, 2000.
This Form 8-K is being filed by the Registrant as the initial report of the
Registrant to the SEC and as notice that it is the successor issuer to Carolina
Bank and thereby subject to the informational requirements of the Exchange Act,
and the rules and regulations promulgated thereunder and in accordance therewith
files reports and other information with the Commission. The first regular
report to be filed by the Registrant with the SEC will be the Form 10-QSB for
September 30, 2000.
Item 7. Financial Statements and Exhibits.
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(a) Financial statements of businesses acquired - not applicable
(b) Pro forma financial information - not applicable
(c) Exhibits
(2) Agreement and Plan of Reorganization and Share Exchange dated August 17,
2000
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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.
CAROLINA BANK HOLDINGS, INC.
By: /s/ Robert T. Braswell
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Robert T. Braswell
President
Dated: October 31, 2000
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EXHIBIT INDEX
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Exhibit
Number Description of Exhibit
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2 Agreement and Plan of Reorganization and Share Exchange Dated
August 17, 2000
4
