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| EX-4.II - INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES INSTRU - PEOPLES BANCORP OF NORTH CAROLINA INC | pebk_ex4ii.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(D)
OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year
ended: December 31,
2019
Peoples Bancorp of North Carolina, Inc.
( Exact Name of Registrant as Specified in
Its Charter)
North Carolina
(State or Other
Jurisdiction of Incorporation)
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000-27205
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56-2132396
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(Commission File
No.)
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(IRS Employer
Identification No.)
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518 West C Street, Newton, North Carolina
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28658
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(Address of
Principal Executive Offices)
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(Zip
Code)
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(828) 464-5620
(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 ☒
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 ☒
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 ☒
No
☐
Indicate by check mark whether the
registrant has submitted electronically every Interactive Data File
required to be submitted pursuant to Rule 405 of
Regulation S-T (§ 232.405 of this chapter) 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 whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of
“large accelerated filer”, “accelerated
filer”, “smaller reporting company”, and
“emerging growth company” in Rule 12b-2 of the Exchange
Act.
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Large accelerated filer
☐
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Accelerated filer
☒
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Non-accelerated filer
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Smaller reporting
company☒
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Emerging growth company
☐
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If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13 (a) ☐ Indicate by check
mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes
☐ No ☒
State
the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked
price of such common equity, as of the last business day of the
registrant’s most recently completed second fiscal quarter.
$136,593,960 based on the closing price of such common stock on
June 30, 2019, which was $30.05 per share.
Indicate the number
of shares outstanding of each of the registrant's classes of common
stock, as of the latest practicable date.
5,914,304 shares of common stock, outstanding at February 29,
2020.
EXPLANATORY NOTE
This
Amendment No. 1 on Form 10-K/A amends the original Report on Form
10-K for the annual period ended December 31, 2019 filed by Peoples
Bancorp of North Carolina, Inc. (the “Company”) on
March 13, 2020 (the “Original Filing”). The sole
purpose of this Amendment No. 1 is to include Exhibit (4)(ii),
which was inadvertently excluded from the Original
Filing.
Except
as described above, this Amendment No. 1 does not amend, update or
change any other items or disclosures contained in the Original
Filing, and accordingly, this Amendment No. 1 does not reflect or
purport to reflect any information or events occurring after the
original filing date or modify or update those disclosures affected
by subsequent events. Accordingly, this Amendment No. 1 should be
read in conjunction with the Original Filing and the
Company’s other filings with the Securities and Exchange
Commission.
2
Item 15. Exhibits
The
Exhibit Index appearing immediately after the signature page to
this Form 10-K/A is 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 thereunto duly authorized.
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Peoples Bancorp of
North Carolina, Inc.
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Date: March 16,
2020
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By:
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/s/ Lance A.
Sellers
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Lance A.
Sellers
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President and Chief
Executive Officer
(Principal
Executive Officer)
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Date: March 16,
2020
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By:
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/s/
A.
Joseph Lampron, Jr.
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A. Joseph Lampron, Jr. |
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Executive Vice
President and Chief Financial Officer
(Principal
Financial and Principal Accounting Officer)
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4
EXHIBIT INDEX
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Articles
of Amendment dated December 19, 2008, regarding the Series A
Preferred Stock, incorporated by reference to Exhibit (3)(1) to the
Form 8-K filed with the Securities and Exchange Commission on
December 29, 2008
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Articles
of Amendment dated February 26, 2010 incorporated by reference to
Exhibit (3)(2) to the Form 10-K filed with the Securities and
Exchange Commission on March 25, 2010
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Articles
of Incorporation of the Registrant, incorporated by reference to
Exhibit (3)(i) to the Form 8-A filed with the Securities and
Exchange Commission on September 2, 1999
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Second
Amended and Restated Bylaws of the Registrant, incorporated by
reference to Exhibit (3)(ii) to the Form 8-K filed with the
Securities and Exchange Commission on June 24, 2015
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Specimen
Stock Certificate, incorporated by reference to Exhibit (4) to the
Form 8-A filed with the Securities and Exchange Commission on
September 2, 1999
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Description
of Registrant’s Securities registered pursuant to Section 12
of the Securities Act of 1934
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Amended
and Restated Executive Salary Continuation Agreement between
Peoples Bank and Tony W. Wolfe dated December 18, 2008,
incorporated by reference to Exhibit (10)(a)(iii) to the Form 8-K
filed with the Securities and Exchange Commission on December 29,
2008
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Amended
and Restated Executive Salary Continuation Agreement between
Peoples Bank and Joseph F. Beaman, Jr. dated December 18,
2008, incorporated by reference to Exhibit (10)(b)(iii) to the Form
8-K filed with the Securities and Exchange Commission on December
29, 2008
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Amended
and Restated Executive Salary Continuation Agreement between
Peoples Bank and William D. Cable, Sr. dated December 18,
2008, incorporated by reference to Exhibit (10)(c)(iii) to the Form
8-K filed with the Securities and Exchange Commission on December
29, 2008
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Employment
Agreement dated January 22, 2015 between the Registrant and William
D. Cable, Sr., incorporated by reference to Exhibit (10)(c) to the
Form 8-K filed with the Securities and Exchange Commission on
February 9, 2015
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Amended
and Restated Executive Salary Continuation Agreement between
Peoples Bank and Lance A. Sellers dated December 18, 2008,
incorporated by reference to Exhibit (10)(d)(iii) to the Form 8-K
filed with the Securities and Exchange Commission on December 29,
2008
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Employment
Agreement dated January 22, 2015 between the Registrant and Lance
A. Sellers, incorporated by reference to Exhibit (10)(a) to the
Form 8-K filed with the Securities and Exchange Commission on
February 9, 2015
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Peoples
Bancorp of North Carolina, Inc. Omnibus Stock Ownership and Long
Term Incentive Plan incorporated by reference to Exhibit (10)(f) to
the Form 10-K filed with the Securities and Exchange Commission on
March 30, 2000
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Amendment
No. 1 to the Peoples Bancorp of North Carolina, Inc. Omnibus Stock
Ownership and Long Term Incentive Plan incorporated by reference to
Exhibit (10)(e)(i) to the Form 10-K filed with the Securities and
Exchange Commission on March 15, 2007
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Amended
and Restated Executive Salary Continuation Agreement between
Peoples Bank and A. Joseph Lampron, Jr. dated December 18,
2008, incorporated by reference to Exhibit (10)(f)(iii) to the Form
8-K filed with the Securities and Exchange Commission on December
29, 2008
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Employment
Agreement dated January 22, 2015 between the Registrant and A.
Joseph Lampron, Jr., incorporated by reference to Exhibit (10)(b)
to the Form 8-K filed with the Securities and Exchange Commission
on February 9, 2015
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Peoples
Bank Directors’ and Officers’ Deferral Plan,
incorporated by reference to Exhibit (10)(h) to the Form 10-K filed
with the Securities and Exchange Commission on March 28,
2002
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Rabbi
Trust for the Peoples Bank Directors’ and Officers’
Deferral Plan, incorporated by reference to Exhibit (10)(i) to the
Form 10-K filed with the Securities and Exchange Commission on
March 28, 2002
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Description
of Service Recognition Program maintained by Peoples Bank,
incorporated by reference to Exhibit (10)(i) to the Form 10-K filed
with the Securities and Exchange Commission on March 27,
2003
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5
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Capital
Securities Purchase Agreement dated as of June 26, 2006, by and
among the Registrant, PEBK Capital Trust II and Bear, Sterns
Securities Corp., incorporated by reference to Exhibit (10)(j) to
the Form 10-Q filed with the Securities and Exchange Commission on
November 13, 2006
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Amended
and Restated Trust Agreement of PEBK Capital Trust II, dated as of
June 28, 2006, incorporated by reference to Exhibit (10)(k) to the
Form 10-Q filed with the Securities and Exchange Commission on
November 13, 2006
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Guarantee
Agreement of the Registrant dated as of June 28, 2006, incorporated
by reference to Exhibit (10)(l) to the Form 10-Q filed with the
Securities and Exchange Commission on November 13,
2006
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Indenture,
dated as of June 28, 2006, by and between the Registrant and
LaSalle Bank National Association, as Trustee, relating to Junior
Subordinated Debt Securities Due September 15, 2036, incorporated
by reference to Exhibit (10)(m) to the Form 10-Q filed with the
Securities and Exchange Commission on November 13,
2006
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Form of
Amended and Restated Director Supplemental Retirement Agreement
between Peoples Bank and Directors Robert C. Abernethy, James S.
Abernethy, Douglas S. Howard, John W. Lineberger, Jr., Gary E.
Matthews, Dr. Billy L Price, Jr., Larry E Robinson, W. Gregory
Terry, Dan Ray Timmerman, Sr., and Benjamin I. Zachary,
incorporated by reference to Exhibit (10)(n) to the Form 8-K filed
with the Securities and Exchange Commission on December 29,
2008
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2009
Omnibus Stock Ownership and Long Term Incentive Plan incorporated
by reference to Exhibit (10)(o) to the Form 10-K filed with the
Securities and Exchange Commission on March 20, 2009
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First
Amendment to Amended and Restated Executive Salary Continuation
Agreement between Peoples Bank and Lance A. Sellers dated February
16, 2018
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First
Amendment to Amended and Restated Executive Salary Continuation
Agreement between Peoples Bank and A. Joseph Lampron, Jr. dated
February 16, 2018
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First
Amendment to Amended and Restated Executive Salary Continuation
Agreement between Peoples Bank and William D. Cable, Sr. dated
February 16, 2018
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2019
Annual Report of Peoples Bancorp of North Carolina,
Inc.
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Code of
Business Conduct and Ethics of Peoples Bancorp of North Carolina,
Inc., incorporated by reference to Exhibit (14) to the Form 10-K
filed with the Securities and Exchange Commission on March 25,
2005
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Subsidiaries
of the Registrant
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Consent
of Elliott Davis, PLLC
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Certification
of principal executive officer pursuant to section 302 of the
Sarbanes-Oxley Act of 2002
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Certification
of principal financial officer pursuant to section 302 of the
Sarbanes-Oxley Act of 2002
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Certification
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
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Exhibit
(101)
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The
following materials from the Company’s 10-K Report for
the annual period ended December 31, 2019, formatted in eXtensible
Business Reporting Language (“XBRL”): (i) the
Condensed Consolidated Balance Sheets, (ii) the Condensed
Consolidated Statements of Earnings, (iii) the Condensed
Consolidated Statements of Comprehensive Income (iv) the
Condensed Consolidated Statements of Changes in Shareholders’
Equity, (v) the Condensed Consolidated Statements of Cash
Flows, and (vi) the Notes to the Condensed Consolidated
Financial Statements.
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