8-K 1 a6015800.txt FOUR OAKS FINCORP, INC. 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): July 21, 2009 FOUR OAKS FINCORP, INC. (Exact name of registrant as specified in its charter) North Carolina 000-22787 56-2028446 (State or other jurisdiction of (Commission File (I.R.S. Employer 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On July 21, 2009, Four Oaks Fincorp, Inc. (the "Company") sold a subordinated promissory note due July 21, 2019 in the principal amount of $1,000,000 (the "Note") to an accredited investor in a subsequent closing to the offering commenced on May 15, 2009. The Company may elect to sell additional subordinated promissory notes upon the same terms and conditions in one or more subsequent closings on or prior to August 13, 2009, provided that the aggregate principal amount of all subordinated promissory notes issued in all closings does not exceed $12 million. To date, the Company has sold $8.8 million aggregate principal amount of subordinated promissory notes. The Company is obligated to pay interest on the Note at an annualized rate of 8.5% payable in quarterly installments commencing on the third month anniversary of the date of issuance of the Note. The Company may prepay the Note at any time after July 21, 2014 subject to compliance with applicable law. All other terms of the Note are as described under Item 2.03 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 21, 2009, which description is incorporated herein by reference. The Note has not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable securities laws of other jurisdictions. Proceeds from the sale and issuance of the Note will be used to provide additional equity capital to the Company's banking subsidiary, Four Oaks Bank & Trust Company. 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/ Nancy S. Wise ----------------------- Nancy S. Wise Executive Vice President, Chief Financial Officer Date: July 27, 2009