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): ~~August~~September 2419, 2017

ASB BANCORP, INC.

(Exact Name of Registrant as Specified in Its Charter)

North Carolina

(State or other jurisdiction of

incorporation or organization)

001-35279

(Commission

File Number)

45-2463413

(IRS Employer

Identification No.)

11 Church Street, Asheville, North Carolina 28801

(Address of principal executive offices) (Zip Code)

(828) 254-7411

(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:

x¨ 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))

¨ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5.07

Submission of Matters to a Vote of Security Holders.

(a) A special meeting of shareholders of ASB Bancorp, Inc. (the “Company”) was held on September 19, 2017. As of the July 19, 2017 record date, there were 3,788,025 shares of common stock outstanding, all of which were entitled to vote. There were 2,994,438 shares present in person or by proxy.

(b) The final vote results for each of the matters submitted to a vote of shareholders at the special meeting were as follows:

The shareholders approved the Agreement and Plan of Merger and Reorganization, dated as of May 1, 2017, by and between ASB Bancorp, Inc. and First Bancorp, under which ASB Bancorp, Inc. will merge with and into First Bancorp, as more particularly described in the Proxy Statement/Prospectus by the following vote:

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTES

2,955,211

29,426

9,801

Not applicable

The shareholders approved, on a non-binding advisory basis, the compensation that certain executive officers of ASB Bancorp, Inc. will receive under existing agreements or arrangements with ASB Bancorp, Inc. in connection with the merger by the following vote:

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTES

2,826,056

142,782

25,600

Not applicable

The shareholders approved the adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies to approve the merger agreement by the following vote:

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTES

2,818,893

139,806

35,739

Not applicable

The Company did not propose adjournment of the special meeting as there were sufficient votes to approve the merger agreement.

(d) Not applicable.

Item 8.01

Other Events.

~~Attached~~On asSeptember ~~Exhibit~~19, ~~99.1~~2017, the ~~hereto~~Company isissued a ~~copy of~~press arelease ~~letter~~announcing that the Company’s shareholders voted to ~~ASB~~approve the Agreement and Plan of Merger and Reorganization and that the Company and First Bancorp, ~~Inc~~have received approval for the merger from the North Carolina Commissioner of Banks and from the Board of Governors of the Federal Reserve System. ~~shareholders~~The ~~dated~~merger ~~August~~is 24expected to close on October 1, 2017.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

	Number	Description
Exhibit Number	Description
99.1	~~99.1~~Press Release, dated September 19, 2017	~~Letter to ASB Bancorp, Inc. shareholders dated August 24, 2017.~~

~~FORWARD~~Caution Regarding Forward-~~LOOKING~~Looking ~~STATEMENTS~~Statements

This ~~Current~~Form ~~Report~~8-K, ~~contains~~in ~~certain~~particular ~~forward looking~~ statements ~~within~~regarding the ~~meaning~~proposed oftransaction between the ~~Private~~Company ~~Securities~~and ~~Litigation~~First ~~Reform~~Bancorp, ~~Act~~the ofexpected ~~1995~~timetable ~~giving~~for ~~ASB~~completing ~~Bancorp’s (~~the ~~“Company”)~~transaction, and ~~First~~any ~~Bancorp’s~~other ~~(“FBNC”)~~statements ~~expectations~~about the Company or ~~predictions~~First ofBancorp managements’ future ~~financial~~expectations, orbeliefs, ~~business~~goals, ~~performance~~plans or ~~conditions.~~prospects, ~~Forward~~includes forward-looking statements that are ~~typically~~based ~~identified~~on bycertain beliefs and assumptions and reflect the current expectations of the Company, First Bancorp, and their respective management. Statements that are predictive in nature, that depend on or relate to future events or conditions, or that include words such as “~~believe~~believes,” “~~expect~~anticipates,” “~~anticipate~~expects,” “~~intend~~continues,” “~~target~~predict,” “~~estimate~~potential,” “~~continue~~contemplates,” “~~positions~~may,” “~~prospects~~will,” or “~~potential~~likely,” ~~by future conditional verbs such as~~ “~~will~~could,” “~~would~~should,” “~~should~~estimates,” “~~could~~intends,” or “~~may~~plans”, and orother bysimilar ~~variations~~expressions are forward-looking statements. All statements other than statements of ~~such~~historical ~~words~~fact orare bystatements that ~~similar~~could ~~expressions.~~be ~~Such~~deemed forward-looking statements ~~include~~. Forward-looking statements involve known and unknown risks, ~~but~~assumptions ~~are~~and ~~not~~uncertainties that ~~limited~~may cause actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements, and you should not place undue reliance on these statements. ~~about~~Some of the ~~benefits~~factors ofthat could cause actual results to differ materially from current expectations are: the ~~combination~~ability to consummate the proposed transaction; any conditions imposed on the parties in connection with the consummation of the ~~Company~~proposed ~~and~~transaction; ~~FBNC~~the occurrence of any event, ~~including~~change ~~future~~or ~~financial~~other circumstances ~~and~~that ~~operating~~could ~~results,~~give ~~expected~~rise ~~cost~~to ~~savings,~~the ~~expected~~termination ~~impact~~of onthe ~~future~~agreement ~~earnings,~~relating to the ~~combined~~proposed ~~company~~transaction; the Company’s ~~plans,~~ability ~~objectives,~~to maintain ~~expectations~~relationships ~~and~~with ~~intentions~~employees and ~~other~~third ~~statements~~parties ~~that~~following ~~are~~announcement ~~not~~of ~~historical~~the ~~facts.~~proposed ~~These~~transaction; ~~forward-looking~~the ~~statements~~ability ~~are~~of ~~subject~~the parties to ~~numerous~~satisfy ~~assumptions,~~the ~~risks~~conditions ~~and~~to ~~uncertainties~~the ~~which~~closing ~~change~~of ~~over~~the ~~time.~~proposed ~~Forward-looking~~transaction; ~~statements~~the ~~speak~~risk ~~only~~that asthe ofproposed ~~the~~transaction ~~date~~may ~~they~~not be completed ~~are~~in ~~made~~the time frame expected by the parties or at all; and ~~you~~the risks that are ~~cautioned~~described ~~not~~from time to ~~place~~time ~~undue~~in ~~reliance~~the Company’s reports filed with the SEC, including Annual Reports on ~~any~~Form ~~forward~~10-~~looking~~K, ~~statements~~Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and on general industry and economic conditions. WeThe ~~assume~~Company nodisclaims ~~duty~~any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

In addition to factors previously disclosed in the Company’s and FBNC’s reports filed with the SEC, the following factors among others, could cause actual results to differ materially from forward-looking statements: ability to obtain regulatory approvals and meet other closing conditions to the merger, including approval by the Company’s shareholders, on the expected terms and schedule; delay in closing the merger; difficulties and delays in integrating the Company and FBNC businesses or fully realizing cost savings and other benefits; business disruption following the proposed transaction; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; the reaction to the transaction of the companies’ customers, employees and counterparties; and the impact, extent and timing of technological changes, capital management activities, and other actions of the Board of Governors of the Federal Reserve and legislative and regulatory actions and reforms.

ADDITIONAL INFORMATION ABOUT THE PROPOSED TRANSACTION AND WHERE TO FIND IT

This communication is being made in respect of the proposed transaction involving the Company and FBNC. This material is not a solicitation of any vote or approval of the Company’s shareholders and is not a substitute for the proxy statement/prospectus or any other documents which the Company and FBNC may send in connection with the merger. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities.

In connection with the proposed transaction, FBNC has filed with the SEC a Registration Statement on Form S-4 that includes a proxy statement of the Company and a prospectus of FBNC, as well as other relevant documents concerning the proposed transaction. The proxy statement/prospectus was first mailed to the Company’s shareholders on or about August 4, 2017. Investors and security holders are also urged to carefully review and consider each of the Company’s and FBNC’s public filings with the SEC, including, but not limited to, their Annual Reports on Form 10-K, their proxy statements, their Current Reports on Form 8-K and their Quarterly Reports on Form 10-Q. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO CAREFULLY READ THE ENTIRE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and shareholders may obtain a free copy of the proxy statement/prospectus and other filings containing information about the Company and FBNC at the SEC’s website at www.sec.gov. Investors and shareholders may also obtain free copies of the documents filed with the SEC by the Company on its website at www.ashevillesavingsbank.com and by FBNC on its website at http://www.localfirstbank.com

The Company, FBNC and certain of their respective directors and executive officers, under the SEC’s rules, may be deemed to be participants in the solicitation of proxies of the Company’s shareholders in connection with the proposed transaction. Information about the directors and executive officers of the Company and their ownership of the Company’s common stock is set forth in the proxy statement for the Company’s 2017 Annual Meeting of Shareholders, as filed with the SEC on Schedule 14A on April 5, 2017. Information about the directors and executive officers of FBNC and their ownership of FBNC common stock is set forth in the proxy statement for FBNC’s 2017 Annual Meeting of Shareholders, as filed with the SEC on Schedule 14A on March 27, 2017. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the proxy statement/prospectus regarding the proposed transaction. Free copies of this document may be obtained as described in the preceding paragraph.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~Company has duly caused this Report to be signed on its behalf by the undersigned ~~thereunto~~ thereunto duly authorized.

	ASB BANCORP, INC.	~~ASB BANCORP, INC.~~
Date: August 24, 2017	By:	/s/ Suzanne S. DeFerie
Date: September 19, 2017	By:	/s/ Suzanne S. DeFerie
		Suzanne S. DeFerie
		President and Chief Executive Officer

Filing Compare · ASB Bancorp Inc