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): ~~September~~October 1715, 2021

	SELECT BANCORP, INC.
	(Exact Name of Registrant as Specified in Charter)

North Carolina

000-50400

20-0218264

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

700 W. Cumberland Street, Dunn, North Carolina	28334
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (910) 892-7080

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:

¨	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of class	Trading Symbol	Name of exchange on which registered
Common Stock, par value $1.00 per share	SLCT	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 52.0701 ~~Submission~~Completion of ~~Matters~~Acquisition toor aDisposition ~~Vote~~ of ~~Security Holders~~Assets.

OnEffective ~~September~~as 17of October 15, 2021, ~~Select~~First Bancorp, ~~Inc. (the~~ ~~“Company”)~~the ~~held~~holding acompany ~~special~~for ~~meeting~~First ofBank, ~~shareholders.~~Southern ~~The~~Pines, ~~voting~~North ~~results~~Carolina, ofcompleted ~~the~~its ~~three~~acquisition ~~proposals~~by ~~submitted~~merger toof ~~shareholders~~Select ~~at the~~Bancorp, ~~special meeting are set forth below~~Inc. ~~Each~~(the ~~proposal~~“Company”), the ~~submitted~~holding tocompany ~~shareholders~~for ~~was~~Select ~~approved~~Bank by& ~~the~~Trust ~~shareholders~~Company, ~~entitled~~Dunn, toNorth ~~vote~~Carolina at (the ~~special meeting~~“Merger”). The ~~proposals~~Company ~~below~~merged ~~are~~with ~~described~~and into inFirst ~~greater~~Bancorp, ~~detail~~with inFirst ~~the~~Bancorp ~~definitive~~as ~~joint~~the ~~proxy~~surviving ~~statement/prospectus,~~entity. ~~dated~~The ~~as of~~Merger ~~July~~was ~~28,~~completed ~~2021,~~pursuant ~~and~~to ~~previously~~an ~~filed~~Agreement byand ~~the~~Plan ~~Company~~of ~~with~~Merger ~~the U.S. Securities~~ and Reorganization ~~Exchange~~dated ~~Commission~~June ~~on July 28~~1, 2021 (the “Agreement”).

~~Proposal~~Upon 1closing –of the Merger, ~~Proposal:~~each ~~Proposal~~outstanding share toof ~~approve~~ the ~~Agreement~~Company’s ~~and~~common ~~Plan~~stock, ofother ~~Merger~~than ~~and~~shares ~~Reorganization~~held ~~dated~~by ~~June~~the 1Company, ~~2021~~First Bancorp, or ~~the~~any ~~merger~~of ~~agreement~~their respective wholly owned subsidiaries, was ~~between~~converted into the ~~Company~~right ~~and~~to receive 0.408 of a share of First Bancorp’s common stock. Cash will be paid in lieu of any fractional shares that would otherwise be payable to the Company’s shareholders. Upon the closing of the Merger, ~~pursuant~~each outstanding and unexercised option to ~~which~~purchase shares of the Company’s ~~will~~common ~~merge~~stock, ~~with~~whether ~~and~~or ~~into~~not ~~First~~previously ~~Bancorp~~vested, was cancelled in exchange for a cash payment of $18.00 minus the exercise price for each share of the Company’s common stock subject to such stock option.

For			Against			Abstain			Broker Non-Votes
11,583,579			13,255			10,745			-0-

Following the completion of the Merger, effective as of October 16, 2021, the Company’s bank subsidiary, Select Bank & Trust Company, merged with and into First Bank, the principal subsidiary of First Bancorp, with First Bank continuing as the surviving bank.

~~Proposal~~The 2foregoing –description of the Merger~~-related~~ ~~Compensation~~and the ~~Proposal:~~Agreement ~~Proposal~~does tonot ~~approve,~~purport onto anbe ~~advisory~~complete ~~(non-binding~~and ~~basis),~~is ~~the~~qualified ~~compensation~~in ~~that~~its ~~certain~~entirety ~~executive~~by ~~officers~~reference ofto the ~~Company may~~Agreement, ~~receive~~which inis ~~connection~~filed ~~with~~as ~~the~~Exhibit ~~merger~~2.1 to ~~pursuant~~this toCurrent ~~existing~~Report ~~agreements~~on orForm ~~arrangements~~8-K ~~with~~and ~~the~~incorporated ~~Company~~herein by reference.

For			Against			Abstain			Broker Non-Votes
10,911,042			560,223			136,314			-0-

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~Proposal~~On 3October –15, ~~Adjournment~~2021, ~~Proposal~~the Company notified The Nasdaq Stock Market LLC (“Nasdaq”) that the Merger would be effective at 11:59 p.m. on October 15, 2021. Prior to the open of trading ~~Proposal~~on October 18, 2021, Nasdaq filed with the SEC an application on Form 25 to ~~adjourn~~remove the ~~special~~Company’s ~~meeting~~common stock from listing on Nasdaq and withdraw the registration of the Company’s common stock under Section 12(b) of the Securities Exchange Act of 1934. In connection with the completion of the Merger, iftrading ~~necessary~~of orthe ~~appropriate~~Company’s common stock on Nasdaq ceased before the opening of trading on October 18, to2021. ~~solicit~~The ~~additional~~information ~~proxies~~set forth in ~~favor~~Item 2.01 of ~~the~~this ~~merger~~Current ~~proposal~~Report on Form 8-K is incorporated by reference herein.

For			Against			Abstain			Broker Non-Votes
11,206,776			346,217			54,586			-0-

Item 3.03

Material Modification to Rights of Security Holders.

~~With~~Upon ~~respect~~the tocompletion of the ~~adjournment~~Merger, ~~proposal~~each outstanding share of the Company’s common stock, ~~although~~other than shares held by the ~~vote~~Company, ~~was~~First ~~taken~~Bancorp, or any of their respective wholly owned nosubsidiaries, ~~motion~~was converted into the right to ~~adjourn~~receive ~~was~~0.408 ~~made~~of ~~because~~a share of First Bancorp’s common stock. As described in the ~~merger~~Company’s Current ~~proposal~~Report on Form 8-K filed on September 20, 2021, the Merger Agreement was approved by the Company’s shareholders at a special shareholders’ meeting held on September 17, 2021. The information set forth in Items 2.01, 3.01, and 5.03 of this Current Report on Form 8-K is incorporated by reference herein.

~~Approximately~~Item 675.2%01 ofChanges ~~the votes entitled to be cast on the merger proposal voted for approval of the merger agreement. Of those shares actually present at the special meeting~~ in ~~person or~~Control ~~by proxy, approximately 99.8%~~ of the ~~votes cast on the merger proposal voted for approval of the merger agreement~~Registrant.

Upon the completion of the Merger, effective as of October 15, 2021, the Company merged with and into First Bancorp and, accordingly, a change in control of the Company occurred. The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective upon completion of the Merger, all of the directors and executive officers of the Company ceased serving as directors and executive officers of the Company.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Upon effectiveness of the Merger, the separate corporate existence of the Company ceased. The articles of incorporation and bylaws of First Bancorp, as in effect immediately before the completion of the Merger, became the articles of incorporation and bylaws of the surviving corporation without change. Consequently, the articles of incorporation and bylaws of the Company ceased to be in effect upon completion of the Merger. The information disclosed in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibit
2.1	Agreement and Plan of Merger and Reorganization, dated June 1, 2021, by and between Select Bancorp, Inc. and First Bancorp. (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on June 1, 2021)

104	Cover page interactive data file (embedded within the Inline XBRL document)

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.

	SELECT BANCORP, INC.
	FIRST BANCORP
Date: September 20, 2021	By:	/s/ Mark A. Jeffries
	(successor by merger to Select Bancorp, Inc.)
	Mark A. Jeffries
Date: October 18, 2021	By:	/s/ Eric P. Credle
	Executive Vice President and Chief Financial Officer
		Eric P. Credle
		Chief Financial Officer

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