8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 1, 2007

NBOG Bancorporation, Inc.

(Exact name of registrant as specified in its charter)

Georgia

(State or other jurisdiction of incorporation)

001-16413	58-2554464
(Commission File Number)	(IRS Employer Identification No.)

807 Dorsey Street, Gainesville, Georgia (Address of principal executive offices) 30501
(Zip Code)

(770) 297-8060
(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 (see General Instruction A.2. below):

 

      |_|     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 5.03          AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

On September 20, 2007, the Board of Directors of NBOG Bancorporation, Inc. approved an amendment to the company’s articles of incorporation to change the company’s name from NBOG Bancorporation, Inc. to First Century Bancorp. The second amendment to the articles of incorporation was filed with the Secretary of State of the State of Georgia on October 1, 2007. A complete copy of the second amendment to the company’s articles of incorporation is attached hereto as Exhibit 3.1.

ITEM 7.01     REGULATION FD DISCLOSURE

On October 2, 2007, the company mailed a letter to shareholders of NBOG Bancorporation, Inc. with regard to the second amendment to the articles of incorporation changing the name of the company from NBOG Bancorporation, Inc. to First Century Bancorp and addressing other matters. The letter is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

The shareholder letter may contain comments or information that constitute forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995) that are based on current expectations that involve a number of risks and uncertainties. Actual results may differ materially from the results expressed in forward-looking statements. Factors that might cause such a difference include changes in interest rates and interest rate relationships; demand for products and services; the degree of competition by traditional and non-traditional competitors; changes in banking regulation; changes in tax laws; changes in prices, levies, and assessments; the impact of technological advances; governmental and regulatory policy changes; the outcomes of contingencies; trends in customer behavior as well as their ability to repay loans; changes in the national and local economy; and other factors, including risk factors, referred to from time to time in filings made by the company with the Securities and Exchange Commission. The company undertakes no obligation to update or clarify forward-looking statements, whether as a result of new information, future events or otherwise.

ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No. Description

3.1                Second Amendment to Articles of Incorporation
99.1              Letter to Shareholders, dated October 1, 2007.
 

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 hereunto duly authorized.
 
 
                          NBOG BANCORPORATION, INC.

                         By: _____________          
                         Name:     Sondra J. Perkins
                         Title:     Controller
 
Dated: October 2, 2007

EXHIBIT INDEX
 

Exhibit No. Description

3.1                Second Amendment to Articles of Incorporation
99.1              Letter to Shareholders, dated October 1, 2007
 
 

EX-3.(I)

Exhibit 3.1

SECOND AMENDMENT
TO THE
ARTICLES OF INCORPORAITON
OF
NBOG BANCORPORATION, INC.

I.

     The name of the corporation is NBOG Bancorporation, Inc. (the “Corporation”).
 

II.

     Effective the date hereof, Article One of the Articles of Incorporation of the Corporation is amended to read as follows:
 
“ARTICLE I – NAME.
 
     The name of the corporation is First Century Bancorp.”
 
     All other Articles and provisions of the Articles of Incorporation shall remain in full force and effect.
 

III.

     This amendment was duly approved by the unanimous vote of the board of directors of the Corporation, on the 20^th day of September, 2007.
 

IV.
 

The undersigned does hereby certify that a notice to publish the articles of amendment to change the corporation’s name along with the publication fee of $40.00 has been forwarded to the legal organ of the county of the registered office as required by O.C.G.A. 14-2-1006.1.

     IN WITNESS WHEREOF, the Corporation has caused this Second Amendment to the Articles of Incorporation of the Corporation to be executed by its duly authorized officer as of the 21st day of September, 2007.
 
 
                                   NBOG BANCORPORATION, INC.
 
 
                                    /s/ R. Allen Smith                    

                                   By: R. Allen Smith

                                  Title: President/CEO          

EX-99.1

Exhibit 99.1
 

October 1, 2007
 
Dear NBOG Shareholder,
 
I wanted to take this opportunity to let you know of some changes in your bank.
 
I am very pleased to tell you about five of our new NBOG Board Members: William R. Blanton and William M. Evans, Jr. of Atlanta, Georgia and William A. Bagwell Jr., R. K. Whitehead III and J. Allen Nivens, Jr. of Gainesville, Georgia. Each of these members brings successful business backgrounds to our board and will bring significant assistance to bank decisions made in the future. Current board members for the bank are as follows: William R. Blanton, Chairman, William M. Evans, Jr. Vice Chairman, Lanny W. Dunagan, Secretary, and members Gilbert T. Jones, Sr., Dr. Wendell A. Turner, William A. Bagwell, Jr., R. K. Whitehead III, J. Allen Nivens, Jr. and R. Allen Smith.
 
We opened a Small Business Association (SBA) division in the bank during August 2007 which will allow us to expand our banking services to small businesses.
 
We filed the necessary documents to change the name of NBOG Bancorporation, Inc. from NBOG Bancorporation, Inc., to The First Century Bancorp. The bank’s name will be changed from The National Bank of Gainesville to First Century Bank, N.A. (FCB). You will see an announcement of this change in the newspaper and I wanted you to know of this in advance.
 
I anticipate several other changes in our bank in the future. All of these will take place after careful review by the board of directors toward increasing the value of your investment. I will keep you informed of these changes.
 
Our plans, at this time, are to hold our Annual meeting this year at the bank on November 15, 2007 at 11:00 a.m. You will be provided your Annual Statement, Proxy and more information about this during October 2007.
 
I sincerely appreciate your support of our bank and ask you to call me or any of our employees at the bank at any time for additional services. We have some very attractive products to meet your banking needs – high yielding deposit accounts and loans to meet your borrowing needs. Please stop in to see me the next time you’re in our bank.
 
Sincerely yours,
 

R. Allen Smith
President and CEO
The National Bank of Gainesville