Form 8-K

Against

Abstain

Broker Non-Votes

0001193125-14-215029.txt : 20140528 0001193125-14-215029.hdr.sgml : 20140528 20140528160533 ACCESSION NUMBER: 0001193125-14-215029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140522 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20140528 DATE AS OF CHANGE: 20140528 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bank of the Carolinas CORP CENTRAL INDEX KEY: 0001365997 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 204989192 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52195 FILM NUMBER: 14872836 BUSINESS ADDRESS: STREET 1: 135 BOXWOOD VILLAGE DRIVE CITY: MOCKSVILLE STATE: NC ZIP: 27028 BUSINESS PHONE: 336-751-5755 MAIL ADDRESS: STREET 1: 135 BOXWOOD VILLAGE DRIVE CITY: MOCKSVILLE STATE: NC ZIP: 27028 8-K 1 d732702d8k.htm FORM 8-K Form 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): May 22, 2014

BANK OF THE CAROLINAS CORPORATION

(Exact name of Registrant as specified in its charter)

NORTH CAROLINA

000-52195

20-4989192

(State or other jurisdiction

of incorporation)

(Commission

File No.)

(IRS Employer

Identification number)


135 BOXWOOD VILLAGE DRIVE, MOCKSVILLE, NORTH CAROLINA		27028
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (336) 751-5755

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 5.07

Submission of Matters to a Vote of Security Holders.

Bank of the Carolinas Corporation (the “Company”) held a special meeting of shareholders on May 22, 2014. As set forth below, at the meeting the shareholders (1) approved an amendment to article 2 of the Company’s articles of incorporation to increase the number of shares of common stock which the Company has the authority to issue from 15,000,000 to 580,000,000; (2) approved an amendment to article 2 of the Company’s articles of incorporation to reduce the par value of the Company’s common stock from $5.00 per share to no par value per share; (3) approved an amendment to article 2 of the Company’s articles of incorporation to create a class of non-voting common stock; and (4) approved a proposal to adjourn the special meeting of shareholders to a later date or dates, if necessary, to permit further solicitation of proxies in the event there were not sufficient votes at the time of the special meeting to approve the matters to be considered by shareholders at the special meeting. The Company did not propose the adjournment of the special meeting as there were sufficient votes to approve all proposals.

Increase Authorized Shares of Common Stock

Reduce Par Value of Common Stock

Creation of Non-Voting Common Stock

Adjournment of Special Meeting

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.


BANK OF THE CAROLINAS CORPORATION

By:		/s/ Stephen R. Talbert
		Stephen R. Talbert
		President and Chief Executive Officer

Dated: May 28, 2014