10-Q/A 1 form10qaformar312016.htm FORM 10-Q/A FOR MAR 31, 2016
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
     
 
FORM 10-Q/A
 
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended:    March 31, 2016
 
OR
 
[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from __________ to __________
 
PEOPLES BANCORP OF NORTH CAROLINA, INC.
(Exact name of registrant as specified in its charter)
 
North Carolina
(State or other jurisdiction of incorporation or organization)
 
000-27205
56-2132396
(Commission File No.)
(IRS Employer Identification No.)
 
518 West C Street, Newton, North Carolina
28658
(Address of principal executive offices)
(Zip Code)
 
(828) 464-5620
(Registrant's telephone number, including area code)
 
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
  X
No
    
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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
  X
No
    
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of "accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.  (Check one):
 
Large Accelerate Filer
    
Accelerated Filer
X
  
Non-Accelerated Filer
    
 
Smaller Reporting Company
                
 
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act).
 
Yes
  
No
  X  
 
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.
5,510,538 shares of common stock, outstanding at April 30, 2016.
 
 
EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q/A amends the original Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016 filed by Peoples Bancorp of North Carolina, Inc. (the "Company") on May 9, 2016 (the "Original Filing"). The sole purpose of this Amendment No. 1 is to include Exhibit 101, 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 as amended by this Amendment No. 1, 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.



Item 6. Exhibits

The Exhibit Index appearing immediately after the signature page to this Form 10-Q/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.
 
   
Peoples Bancorp of North Carolina, Inc.
     
     
     
May 10, 2016
  
 /s/ Lance A. Sellers
Date
  
Lance A. Sellers
   
President and Chief Executive Officer
   
(Principal Executive Officer)
     
     
     
May 10, 2016
  
 /s/ A. Joseph Lampron, Jr.
Date
  
A. Joseph Lampron, Jr.
   
Executive Vice President and Chief Financial Officer
   
(Principal Financial and Principal Accounting Officer)
 
 
 
 
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                   EXHIBIT INDEX
     
 
Exhibit (3)(i)(a)
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
     
 
Exhibit (3)(i)(b)
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
     
 
Exhibit (3)(i)(c)
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
     
 
Exhibit (3)(ii)
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
     
 
Exhibit (4)
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
     
 
Exhibit (10)(i)
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
     
 
Exhibit (10)(ii)
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
     
 
Exhibit (10)(iii)
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
     
 
Exhibit (10)(iv)
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
     
 
Exhibit (10)(v)
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
     
 
Exhibit (10)(vi)
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
     
 
Exhibit (10)(vii)
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
     
 
Exhibit (10)(viii)
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
     
 
Exhibit (10)(ix)
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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Exhibit (10)(x)
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
     
 
Exhibit (10)(xi)
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
     
 
Exhibit (10)(xii)
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
     
 
Exhibit (10)(xiii)
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
     
 
Exhibit (10)(xiv)
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
     
 
Exhibit (10)(xv)
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
     
 
Exhibit (10)(xvi)
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
     
 
Exhibit (10)(xvii)
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
     
 
Exhibit (14)
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
     
 
Exhibit (31)(a)
Certification of principal executive officer pursuant to section 302 of the
   
Sarbanes-Oxley Act of 2002
     
 
Exhibit (31)(b)
Certification of principal financial officer pursuant to section 302 of the
   
Sarbanes-Oxley Act of 2002
     
 
Exhibit (32)
Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
   
906 of the Sarbanes-Oxley Act of 2002
     
 
Exhibit (101)
The following materials from the Company's 10-Q Report for the quarterly
   
period ended March 31, 2016, formatted in XBRL: (i) the Condensed Consolidated
   
Balance Sheets, (ii) the Condensed Consolidated Statements of Income, (iii) the
   
Condensed Consolidated Statements of Changes in Shareholders' Equity, (iv) the
   
Condensed Consolidated Statements of Cash Flows, and (v) the Notes to the
   
Condensed Consolidated Financial Statements, tagged as blocks of text.*
     
   
*Furnished, not filed.
 
 
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