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): June 25, 2012
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)) |
| ITEM 8.01 | Other Events |
On June 25, 2012, FNB United Corp. (the “Company”), the parent company of CommunityOne Bank, N.A. and Bank of Granite, was added to the Russell 3000® Index, the Russell 2000® Index, the Russell Global Index and the Russell Microcap® Index when Russell Investments reconstituted its comprehensive set of U.S. and global equity indexes. A copy of the press release announcing the Company’s addition to the Russell Indices is attached thereto as Exhibit 99.1 and is incorporated herein by reference.
In addition, between May 21, 2012 and June 26, 2012, the Company issued $7.29 million of common stock through its “At The Market” (“ATM”) offering. The net proceeds from the offering have been contributed to CommunityOne Bank, N.A. For more information regarding the Company’s ATM offering, please refer to the Prospectus Supplement, dated May 21, 2011, to the Company’s base prospectus, dated May 18, 2012, filed with the Securities and Exchange Commission as part of the Company’s shelf registration statement on Form S-3 (SEC File No. 333-180604).
| ITEM 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits. |
| Exhibit |
Description of Exhibit | |
| 99.1 | Press Release, dated June 28, 2012, announcing that FNB United Corp. has been added to several Russell Indices. | |
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.
| June 28, 2012 |
FNB United Corp. | |||
| (Date) | (Registrant) | |||
| /s/ Brian E. Simpson | ||||
| Brian E. Simpson | ||||
| Chief Executive Officer | ||||
Exhibit Index
| 99.1 | Press Release, dated June 28, 2012, announcing that FNB United Corp. has been added to several Russell Indices. |
Exhibit 99.1
June 28, 2012
PRESS RELEASE:
For Immediate Release:
Pam Cranford
Investor Relations
Tel: (336) 626-8300
Asheboro, NC- June 28, 2012—FNB United Corp. (NASDAQ: FNBN) (the “Company”), the bank holding company for CommunityOne Bank, N.A. and Bank of Granite (the “Banks”), announced today that it was added to the Russell 3000® Index, the Russell 2000® Index, the Russell Global Index and the Russell Microcap® Index when Russell Investments reconstituted its comprehensive set of U.S. and global equity indexes.
Russell indices are widely used by investment managers and institutional investors for both index funds and as benchmarks for passive and active investment strategies. In the institutional marketplace, an industry leading $3.9 trillion in assets currently are benchmarked to them. The Company will hold its membership in the Indices until Russell reconstitutes them again in June 2013.
The annual reconstitution of the Russell 3000® captures the 3,000 largest U.S. stocks as of the end of May, ranking them by total market capitalization. The largest 1,000 companies in the ranking comprise the Russell 1000® and the next 2,000 companies become the Russell 2000®. The Russell 3000® also serves as the U.S. component to the Russell Global Index.
About FNB United Corp.
FNB United Corp. is the North Carolina-based bank holding company for two historic community banks, CommunityOne Bank, N.A. (MyYesBank.com) and Bank of Granite (BankOfGranite.com). Founded in 1907, CommunityOne operates 45 branches in 38 communities throughout central, southern and western North Carolina. Founded in 1906, Bank of Granite operates 18 branches in western North Carolina. Through its banking subsidiaries, FNB United offers a full range of consumer, mortgage and business banking services, including loan, deposit, cash management, wealth management and online banking services.