8-K 1 a4999364.txt FOUR OAKS FINCORP 8-K UNITED STATES 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 19, 2005 FOUR OAKS FINCORP, INC. (Exact name of registrant as specified in its charter) North Carolina 000-22787 56-2028446 (State or other jurisdiction (Commission File (I.R.S. Employer of incorporation) Number) Identification Number) 6114 U.S. 301 South Four Oaks, North Carolina 27524 (Address of principal executive offices) (Zip Code) (919) 963-2177 Registrant's telephone number, including area code N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 8.01 Other Events. On October 19, 2005, Four Oaks Fincorp, Inc. issued a press release announcing that its Board of Directors approved a five-for-four stock split of its common stock, which represents a 25% stock dividend. The split is payable on November 25, 2005 to shareholders of record on November 9, 2005. The full text of the press release is set forth in Exhibit 99.1 hereto and is incorporated herein by reference. In accordance with Rule 416(b) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), the number of shares of common stock registered for sale under the Securities Act by the following Registration Statements on Form S-8 will be deemed to be increased by the stock split to cover the additional shares resulting from the application of the stock split to the registered shares of common stock remaining unsold under the Registration Statements listed below as of November 25, 2005: Registration Statement on Form S-8 (file no. 333-30677) filed with the Securities and Exchange Commission on July 2, 1997. Registration Statement on Form S-8 (file no. 333-69792) filed with the Securities and Exchange Commission on September 21, 2001. The foregoing Registration Statements, each of which incorporates this Current Report on Form 8-K, are hereby amended pursuant to Rule 416(b) promulgated under the Securities Act to increase the number of shares of common stock registered thereunder to reflect the effects of the stock split. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Description ----------- ----------- 99.1 Press Release issued on October 19, 2005 SIGNATURE 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. FOUR OAKS FINCORP, INC. By: /s/ Ayden R. Lee, Jr. --------------------------------- Ayden R. Lee, Jr. President and Chief Executive Officer Date: October 19, 2005 EXHIBIT INDEX ------------- Exhibit No. Description ----------- ----------- 99.1 Press Release issued on October 19, 2005