Attached files
file | filename |
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S-1 - FORM S-1 - CAPITAL BANK CORP | g25953sv1.htm |
EX-3.01 - EX-3.01 - CAPITAL BANK CORP | g25953exv3w01.htm |
EX-99.5 - EX-99.5 - CAPITAL BANK CORP | g25953exv99w5.htm |
EX-99.7 - EX-99.7 - CAPITAL BANK CORP | g25953exv99w7.htm |
EX-99.4 - EX-99.4 - CAPITAL BANK CORP | g25953exv99w4.htm |
EX-99.6 - EX-99.6 - CAPITAL BANK CORP | g25953exv99w6.htm |
EX-99.2 - EX-99.2 - CAPITAL BANK CORP | g25953exv99w2.htm |
EX-99.8 - EX-99.8 - CAPITAL BANK CORP | g25953exv99w8.htm |
EX-99.3 - EX-99.3 - CAPITAL BANK CORP | g25953exv99w3.htm |
EX-21.01 - EX-21.01 - CAPITAL BANK CORP | g25953exv21w01.htm |
EX-23.01 - EX-23.01 - CAPITAL BANK CORP | g25953exv23w01.htm |
EXHIBIT 99.1
CAPITAL
BANK CORPORATION
SUBSCRIPTION RIGHTS ELECTION FORM
SUBSCRIPTION RIGHTS ELECTION FORM
THE ELECTION FORM, INCLUDING THE ACCOMPANYING INSTRUCTIONS,
SHOULD BE READ CAREFULLY BEFORE THE ELECTION FORM ON THE
REVERSE OF THIS PAGE IS COMPLETED.
Capital Bank Corporation (the Company) is conducting
a rights offering (the Rights Offering) which
entitles the holders of shares of the Companys common
stock, no par value per share (the Common Stock), as
of the close of business on January 27, 2011 (the
Record Date) to receive 0.3882637 subscription
rights for each share of Common Stock held of record on the
Record Date. Each whole subscription right (a Subscription
Right) will entitle its holder to purchase one share of
our Common Stock at a subscription price of $2.55 per share of
Common Stock, subject to an overall beneficial ownership limit
of 4.9% for each holder.
For a more complete description of the terms and conditions of
the Rights Offering, please refer to the accompanying prospectus
dated
[ ],
2011 (the Prospectus). Copies of the Prospectus are
available upon request from the information agent, Eagle Rock
Proxy Advisors LLC, by calling
(877) 864-5053
(toll free) or, if you are a bank or a broker,
(908) 497-2340.
To participate in the Rights Offering, please complete the
reverse side of this Election Form.
THIS RIGHTS OFFERING EXPIRES AT 5:00 P.M., EASTERN
STANDARD TIME, ON
[ ],
2011 AND THIS SUBSCRIPTION RIGHTS ELECTION FORM IS VOID
THEREAFTER.
FOR
QUESTIONS ON THIS ELECTION FORM OR RIGHTS OFFERING
Contact the information agent, Eagle Rock Proxy Advisors LLC,
By calling (877) 864-5053 (toll free) or, if you are a bank or a broker, (908) 497-2340
9 a.m. to 5 p.m. Eastern Standard time, Monday through Friday, except for bank holidays.
Contact the information agent, Eagle Rock Proxy Advisors LLC,
By calling (877) 864-5053 (toll free) or, if you are a bank or a broker, (908) 497-2340
9 a.m. to 5 p.m. Eastern Standard time, Monday through Friday, except for bank holidays.
SUBSCRIPTION
TO PURCHASE SHARES OF CAPITAL BANK CORPORATION
RETURN TO: REGISTRAR AND TRANSFER COMPANY
WHERE TO FORWARD YOUR TRANSMITTAL MATERIALS
RETURN TO: REGISTRAR AND TRANSFER COMPANY
WHERE TO FORWARD YOUR TRANSMITTAL MATERIALS
If delivering by mail:
Registrar and Transfer Company Attn: Reorg/Exchange Dept. P.O. Box 645 Cranford, New Jersey 07016-0645 |
If delivering by hand or overnight courier: Registrar and Transfer Company Attn: Reorg/Exchange Dept. 10 Commerce Drive Cranford, New Jersey 07016 |
Name(s) and Address(es) of Registered Owner(s)
(If blank, please fill in exactly as name(s) appear(s) on share
certificate(s))
CAPITAL
BANK CORPORATION SUBSCRIPTION RIGHTS ELECTION FORM
I hereby irrevocably subscribe for the number of shares of
Common Stock indicated on the form and agree to purchase shares
of Common Stock in the amount stated on this form on the terms
and subject to the conditions specified in the Prospectus
relating hereto. Receipt of the Prospectus is hereby
acknowledged.
I hereby confirm that after giving effect to the exercise of my
Subscription Rights, I will not beneficially own, as determined
in accordance with
Rule 13d-3
under the Securities Exchange Act of 1934, as amended, more than
4.9% of the Companys outstanding shares of Common Stock
(calculated immediately upon the closing of the rights offering,
as described in the Prospectus) (any such excess shares, the
Excess Shares). With respect to any such Excess
Shares, I hereby (1) irrevocably appoint and constitute the
Company, each of its authorized officers and their designees,
and each of them, with full power of substitution, as my proxy
and attorney in fact with full authority to vote and act by
written consent with respect to any such Excess Shares on any
matter submitted to shareholders for a vote or action by written
consent, in the discretion of such
proxy, to the same extent I would have the power to vote or act
by written consent and (2) grant the Company a right for
90 days from the closing of the rights offering to
repurchase such Excess Shares at the lesser of the $2.55 per
share subscription price and the closing price of the Common
Stock on the NASDAQ Global Select Market on the trading day
immediately prior to the date on which notice is sent to the
holder of the Companys intent to exercise such right,
which notice must be sent prior to the expiration of such
90 day period. I agree to cooperate with the Company and
provide to the Company any and all information requested by the
Company in connection with the exercise of the rights granted in
the previous sentence.
I hereby certify that, in connection with my exercise of my
Subscription Right(s), I am not required to obtain prior
clearance or approval from any bank regulatory authority of the
U.S. federal government, the State of North Carolina or any
other state to own or control stock or, if I am so required, I
have obtained all necessary prior clearance or approval.
Signature: This form must be signed by the registered holder(s)
exactly as their name(s) appears on the certificate(s) or by
person(s) authorized to sign on behalf of the registered
holder(s) by documents transmitted herewith.
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Signature of Shareholder | Date | Daytime Telephone # |
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SUBSCRIPTION RIGHTS ELECTION FORM NUMBER
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SHARES TO SUBSCRIBE
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SUBSCRIPTION RIGHTS
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RECORD DATE SHARES
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CAPITAL
BANK CORPORATION
SUBSCRIPTION FOR RIGHTS OFFERING
[ ], 2011
SUBSCRIPTION FOR RIGHTS OFFERING
[ ], 2011
A. Number of shares of Common Stock subscribed for through
the Subscription Right (not to exceed one share of Common Stock
for each whole Subscription Right
held): Shares
B. Total Subscription Price (line A multiplied by $2.55): $
C. Method of Payment: Personal check or wire transfer of
same day funds payable to Registrar and Transfer Company
THIS
RIGHTS OFFERING EXPIRES AT 5:00 P.M., EASTERN STANDARD
TIME, ON
[ ],
2011 AND THIS SUBSCRIPTION RIGHTS ELECTION FORM IS VOID THEREAFTER.
2011 AND THIS SUBSCRIPTION RIGHTS ELECTION FORM IS VOID THEREAFTER.