UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
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 19, 2011
FNB United Corp.
(Exact name of registrant as specified in its charter)
| North Carolina | 000-13823 | 56-1456589 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 150 South Fayetteville Street, Asheboro, North Carolina |
27203 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (336) 626-8300
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:
| ¨ | 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)) |
EXPLANATORY NOTE
This Amendment No. 1 to Form 8-K is an amendment to the Current Report on Form 8-K of FNB United Corp. (the “Company”) filed on October 25, 2011 (the “Initial 8-K”) to report the completion of the business combination described therein and matters related thereto. The Company is filing this Amendment No. 1 solely to provide the historical audited and unaudited financial information and unaudited pro forma financial information that are required to be filed under Item 9.01 of Form 8-K in connection with the completion of that transaction. Except for the foregoing, this Amendment No. 1 does not modify or update any other disclosure contained in the Initial 8-K.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of businesses acquired
The financial statements required by Item 9.01(a) of Form 8-K of the Bank of Granite Corporation were included in the Joint Proxy Statement/Prospectus previously filed by the Company with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on September 15, 2011, relating to the Company’s Registration Statement on Form S-4, as amended (File No. 333-176357), and are hereby incorporated by reference.
(b) Pro Forma financial information
The pro forma financial information required by Item 9.01(b) of Form 8-K are hereby incorporated by reference from the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” in the Joint Proxy/Prospectus previously filed by the Company with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on September 15, 2011, relating to the Company’s Registration Statement on Form S-4, as amended (File No. 333-176357).
| (d) | Exhibits |
| Exhibit |
Description | |
| 23.1 | Consent of Independent Registered Public Accounting Firm – Dixon Hughes Goodman LLP (Bank of Granite Corporation) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FNB United Corp. | ||||
| (Registrant) | ||||
| October 31, 2011 |
/s/ Brian Simpson | |||
| (Date) | Brian Simpson | |||
| Chief Executive Officer | ||||
INDEX TO EXHIBITS
| Exhibit |
Description | |
| 23.1 | Consent of Independent Registered Public Accounting Firm – Dixon Hughes Goodman LLP (Bank of Granite Corporation) | |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors
Bank of Granite Corporation
Granite Falls, North Carolina
We consent to the use of our report dated March 31, 2011, with respect to the consolidated financial statements of Bank of Granite Corporation and Subsidiaries as of December 31, 2010 and 2009 and for the years then ended, which report is incorporated by reference herein.
Our report dated March 31, 2011 contains an explanatory paragraph that states that the Corporation’s significant operating losses and insufficient regulatory capital raise substantial doubt about the Corporation’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of that uncertainty.
/s/ Dixon Hughes Goodman LLP
(formerly Dixon Hughes PLLC)
Charlotte, North Carolina
October 31, 2011