-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FPWmCWEeH98+ukJeslQlHRs3lO008tju1sImHQn0Il+I/0tQ7trsgparoXC2bJQ+ RDA43wgbVHLvAWAomhZEKA== 0000914317-05-003823.txt : 20051230 0000914317-05-003823.hdr.sgml : 20051230 20051230134315 ACCESSION NUMBER: 0000914317-05-003823 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051229 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20051230 DATE AS OF CHANGE: 20051230 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL BANK CORP CENTRAL INDEX KEY: 0001071992 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 562101930 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30062 FILM NUMBER: 051293917 BUSINESS ADDRESS: STREET 1: 4901 GLENWOOD AVENUE CITY: RALEIGH STATE: NC ZIP: 27612 BUSINESS PHONE: 9196456312 MAIL ADDRESS: STREET 1: PO BOX 18949 CITY: RALEIGH STATE: NC ZIP: 27619-8949 8-K 1 form8k-72819_capital.htm

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): December 29, 2005

 

 

CAPITAL BANK CORPORATION

(Exact name of registrant as specified in its charter)

 

 

North Carolina

000-30062

56-2101930

(State or other jurisdiction of

incorporation)

(Commission File

Number)

(I.R.S. Employer

Identification Number)

 

 

 

 

 

 

 

 

 

 

 

4901 Glenwood Ave.

Raleigh, North Carolina 27612

(Address of principal executive offices)

 

(919) 645-6400

(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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


 

 

Item 1.01 Entry into a Material Definitive Agreement

 

On December 29, 2005, the Compensation Committee of the Board of Directors of Capital Bank Corporation (the “Company”) approved the acceleration of vesting of all currently outstanding unvested stock options (“Options”) awarded under the Capital Bank Corporation Equity Incentive Plan (the “Plan”). The Compensation Committee believes that it is in the best interest of the shareholders to accelerate vesting of these options, as it will have a positive effect on future earnings of the Company by reducing the impact of recording compensation expense upon the implementation of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123R”).

 

Options to purchase 67,200 shares of the Company’s common stock, which would otherwise have vested from time to time over the next five (5) years, became immediately exercisable on December 30, 2005 as a result of the Compensation Committee’s action. The closing market price of the Company’s common stock on December 29, 2005 was $15.26. Only 1,600 of the 67,200 unvested Options accelerated by the Compensation Committee have an exercise price below the December 29, 2005 closing price and thus are currently in-the-money. The number of shares, exercise prices, and other remaining terms of all the Options subject to the accelerated vesting are unchanged. The acceleration generally became effective on December 30, 2005 following communication of the accelerated vesting terms to all affected option holders and the option holder’s consent.

 

The following table summarizes the Options subject to acceleration:

 

Classification of Option Holders

Aggregate Number of Shares Issuable Under Accelerated Options

Non-employee Directors

0

Executive Officers as a group

25,000

Other employees

42,200

Total

67,200

 

The Compensation Committee’s decision to accelerate vesting of these Options was in anticipation of compensation expense to be recorded upon the implementation of SFAS 123R. SFAS 123R will require that compensation costs related to share-based payment transactions, including the issuance of stock options, be recognized in the financial statements based on their fair value at grant date. The Company is required to adopt the revised standard effective January 1, 2006. Assuming no option holders withhold consent for the acceleration, the Company estimates that approximately $331,000 of future compensation expense, net of taxes, will be eliminated as a result of the acceleration of vesting. Should any of the option holders withhold consent for the vesting acceleration, then the Company will incur future expense associated with those Options over the remainder of the Options’ original vesting schedule as of January 1, 2006 and the current estimated expense elimination for the Company would be reduced. Since the Company currently accounts for its share-based payment transactions under the provision of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (“APB No. 25”), it will report compensation expense related to the affected options for pro-forma disclosure purposes only in its year-end 2005 financial statements

 

 


 

 

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.

 

 

 

CAPITAL BANK CORPORATION

 

 

 

 

 

 

 

 

 

 

By:

/s/ B. Grant Yarber

 

 

B. Grant Yarber

 

 

Chief Executive Officer

 

Date: December 30, 2005

 

 

 

 

 

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