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EX-32 - SECTION 906 CEO AND CFO CERTIFICATION - BNC BANCORPdex32.htm
EX-31.1 - SECTION 302 CEO CERTIFICATION - BNC BANCORPdex311.htm
EX-31.2 - SECTION 302 CFO CERTIFICATION - BNC BANCORPdex312.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-K/A

 

 

AMENDMENT No. 1

TO

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2009

Commission File Number: 000-50128

 

 

BNC BANCORP

(Exact name of registrant as specified in its charter)

 

 

 

North Carolina   47-0898685

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

 

1226 Eastchester Drive

High Point, North Carolina

  27265
(Address of Principal Executive Offices)   (Zip Code)

(336) 476-9200

(Registrant’s telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act: None

Securities Registered Pursuant to Section 12(g) of the Act: Common stock, no par value

(Title of Class)

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨     No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated file, or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).

 

Large Accelerated filer   ¨    Accelerated filer   ¨
Non-Accelerated filer   ¨    Smaller Reporting Company   x

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No   x

$47,896,000

(Aggregate value of voting and non-voting common equity held by non-affiliates of the registrant based

on the price at which the registrant’s common stock, no par value per share was sold on June 30, 2009)

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date. 7,341,901 shares of common stock, no par value, as of March 25, 2010.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Report to stockholders of BNC Bancorp for the year ended December 31, 2009 (“2009 Annual Report”), are incorporated by reference into Part III.

 

 

 


EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A amends the original Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (the “2009 Form 10-K”) of BNC Bancorp (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2010. The Company is filing this amendment solely to correct inadvertent errors on the Signature Page. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment. Except for the Signature Page, no other revisions are being made in the Company’s 2009 Form 10-K.

This Form 10-K/A does not reflect events occurring after the filing of the Company’s 2009 Form 10-K on March 30, 2010, and no attempt has been made in the Form 10-K/A to modify or update other disclosures as presented in the 2009 Form 10-K. Accordingly, this Form 10-K/A should be read in conjunction with the Company’s filings with the SEC subsequent to the filing of the 2009 Form 10-K.

 

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SIGNATURES

Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    BNC BANCORP
    By:  

/s/ W. Swope Montgomery, Jr.

      W. Swope Montgomery, Jr.
Date: March 31, 2010       President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Bank and in the capacities and on the dates indicated:

 

Signature

  

Title

 

Date

/s/ W. Swope Montgomery, Jr.

   President, Chief Executive Officer and Director   March 31, 2010
W. Swope Montgomery, Jr.     

/s/ David B. Spencer

David B. Spencer

  

Executive Vice President, and

Chief Financial Officer (Principal Financial

Officer and Principal Accounting Officer)

  March 31, 2010
    

/s/ Richard D. Callicutt II

Richard D. Callicutt II

  

Executive Vice President,

Chief Operating Officer, and

Director

  March 31, 2010
    

/s/ Lenin J. Peters, M.D.

   Director   March 31, 2010
Lenin J. Peters, M.D.     

/s/ Thomas R. Smith, CPA

   Director   March 31, 2010
Thomas R. Smith, CPA     

/s/ Larry L. Callahan

   Director   March 31, 2010
Larry L. Callahan     

/s/ Joseph M. Coltrane, Jr.

   Director   March 31, 2010
Joseph M. Coltrane, Jr.     

/s/ Charles T. Hagan III

   Director   March 31, 2010
Charles T. Hagan III     

/s/ Randall R. Kaplan

   Director   March 31, 2010
Randall R. Kaplan     

/s/ Thomas R. Sloan

   Director   March 31, 2010
Thomas R. Sloan     

/s/ Robert A. Team, Jr.

   Director   March 31, 2010
Robert A. Team, Jr.     

/s/ D. Vann Williford

   Director   March 31, 2010
D. Vann Williford     

/s/ Richard F. Wood

   Director   March 31, 2010
Richard F. Wood     

 

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