8-K

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): December 16, 2011

ECB BANCORP, INC.

(Exact name of registrant as specified in its charter)

North Carolina	000-24753	56-2090738
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

Post Office Box 337

Engelhard, North Carolina 27824

(Address of principal executive offices) (Zip Code)

(252) 925-5501

(Registrant’s telephone number, including area code)

Not Applicable

(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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On December 16, 2011, ECB Bancorp, Inc. (the “Company”) notified the Nasdaq Stock Market of its intention to transfer the listing of its common stock from the Nasdaq Global Market to the NYSE Amex. The Company expects that its common stock will commence trading on the NYSE Amex on December 30, 2011 under the ticker symbol “ECBE.” The Company’s common stock will continue to trade on the Nasdaq Global Market until that time under the ticker symbol “ECBE.”

The Company issued a press release on December 19, 2011 announcing the transfer of the listing of its common stock to the NYSE Amex. A copy of the press release is included as Exhibit 99.1 and is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 20, 2011, The East Carolina Bank, the Company’s wholly owned subsidiary (the “Bank”), entered into Split Dollar Agreements (each, an “Agreement”) with: (i) A. Dwight Utz, President and Chief Executive Officer of the Company and the Bank; (ii) Thomas M. Crowder, Executive Vice President and Chief Financial Officer of the Company and the Bank; and (iii) James J. Burson, Executive Vice President and Chief Revenue Officer of the Company and the Bank.

Pursuant to the terms of each Agreement, the Bank and each executive agreed that the proceeds of a life insurance policy on each executive’s life, purchased and owned by the Bank, will be divided between the Bank and the executive’s designated beneficiary as set forth in the Agreement. Each Agreement provides that the Bank will be the sole owner of the executive’s life insurance policy, will pay all premiums on the policy and will be the beneficiary of any death benefit under the policy, less the executive’s interest in the policy as set forth below. In the event that an executive dies prior to his separation of service from the Bank, as such term is defined in each Agreement, the executive’s beneficiary will be entitled to receive 80% of the executive’s net death proceeds. For purposes of each Agreement, “net death proceeds” is defined as the total death proceeds of the executive’s life insurance policy, minus the greater of (i) the cash surrender value of the policy or (ii) the aggregate policy premiums paid by the Bank. In the event that an executive dies after his separation of service from the Bank, his beneficiary will not be entitled to any benefit under his Agreement.

If an executive’s employment with the Bank is terminated for cause, as such term is defined in each Agreement, the executive and his beneficiary will forfeit any right to a benefit under the Agreement. In addition, an executive will generally not be entitled to a benefit under his Agreement if: (i) he is subject to a final removal or prohibition order issued by a federal banking agency; (ii) he commits suicide within two years of the date of his Agreement; or (iii) the insurance company denies coverage under his life insurance policy for material misstatements of fact made by the executive on his application for life insurance purchased by the Bank or for any other reason.

The Company hereby undertakes to file a copy of each executive’s Agreement as an exhibit to its Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated December 19, 2011

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 thereunto duly authorized.

		ECB BANCORP, INC.
Date: December 22, 2011	By:	/s/ A. Dwight Utz
		A. Dwight Utz
		President and Chief Executive Officer

EX-99.1

Exhibit 99.1

PRESS RELEASE

December 19, 2011

CONTACT:	ECB Bancorp, Inc.
	A. Dwight Utz, President and CEO
	(252) 925-5509 Office or
	(800) 849-2265 OR
	Thomas M. Crowder, Executive Vice President and CFO
	(252) 925-5520
	(252) 925-8491 facsimile

FOR IMMEDIATE RELEASE

ECB BANCORP, INC. ANNOUNCES TRANSFER TO NYSE AMEX

ENGELHARD, N.C.-ECB Bancorp, Inc. (NASDAQ:ECBE) (“ECB” or the “Company”), the parent company of East Carolina Bank (the “Bank”), announced today the transfer of its stock exchange listing to NYSE Amex from the NASDAQ Global Market. The common stock of the Company will commence trading on the NYSE Amex on Friday, December 30, 2011 under its same ticker symbol of “ECBE”. The stock will continue to trade on NASDAQ Global Markets until the transfer to the NYSE Amex has been completed.

“We are very pleased to announce the transfer of our Company’s stock exchange to NYSE Amex which offers ECB a unique market trading structure and the dedication of a designated market maker platform,” stated A. Dwight Utz, ECB’s President/CEO. “Our transfer to the NYSE Amex, we believe, benefits ECB and our shareholders by reducing volatility as a result of tighter spreads, increasing our liquidity, and provides greater visibility in the financial markets of our common stock.”

Thomas Crowder, EVP/CFO at ECB commented, “We believe now is the perfect time to transition to the NYSE Amex based on the anticipated closing of our announced private placement stock offering with institutional investors which will result in the issuance of $79.7 million in Company common stock, subject to final regulatory approval. ECB is well poised strategically to grow and diversify our geographic footprint, including organic growth, de novo market expansion, and potential future acquisitions. What time could be better than now to begin to capture the benefits of trading our stock on the NYSE Amex platform?”

About ECB Bancorp, Inc.

ECB Bancorp, Inc. is a bank holding company, headquartered in Engelhard, North Carolina, whose wholly-owned subsidiary, The East Carolina Bank, is a state-chartered, independent community bank insured by the FDIC. The Bank provides a full range of financial services through its 25 offices covering eastern North Carolina from Currituck to Ocean Isle Beach and Greenville to Hatteras. The Bank also provides mortgages, insurance services through the Bank’s licensed agents, and investment and brokerage services offered through a third-party broker-dealer. More information can be obtained by visiting ECB’s web site at www.myecb.com.

“Safe Harbor Statement” Under the Private Securities Litigation Reform Act of 1995

Statements in this Press Release relating to plans, strategies, economic performance and trends, projections of results of specific activities or investments, expectations or beliefs about future events or results, and other statements that are not descriptions of historical facts, may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking information is inherently subject to risks and uncertainties, and actual results could differ materially from those currently anticipated due to a number of factors, which include, but are not limited to, risk factors discussed in the Company’s Annual Report on Form 10-K and in other documents filed by the Company with the Securities and Exchange Commission from time to time. Forward-looking statements may be identified by terms such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “feels”, “believes”, “estimates”, “predicts”, “forecasts”, “potential” or “continue”, or similar terms or the negative of these terms, or other statements concerning opinions or judgments of the Company’s management about future events. Factors that could influence the accuracy of such forward-looking statements include, but are not limited to: the regulatory and shareholder approvals required for the private placement may not be obtained or may not be obtained on the terms expected or on the schedule that we anticipate; and other closing conditions for the private placement may not be satisfied. In addition, factors that could have a material impact on the results of operations of the Company include, but are not limited to, pressures on the Company’s earnings, capital and liquidity resulting from current and future conditions in the credit and equity markets; the financial success or changing strategies of the Company’s customers; actions of government regulators or changes in laws, regulations or accounting standards that adversely affect our business; changes in the interest rate environment and the level of market interest rates that reduce our net interest margins and/or the values of loans we make and securities we hold; weather and similar conditions, particularly the effect of hurricanes on the Company’s banking and operations facilities and on the Company’s customers and the communities in which it does business; continued or unexpected increases in credit losses in the Company’s loan portfolio; continued adverse conditions in general economic conditions and real estate values in our banking market (particularly as those conditions affect our loan portfolio, the abilities of our borrowers to repay their loans, and the values of loan collateral); and other developments or changes in our

business that we do not expect. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, performance or achievements. All forward-looking statements attributable to the Company are expressly qualified in their entirety by the cautionary statements in this paragraph. The Company has no obligation, and does not intend, to update these forward-looking statements.

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