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 1926, 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:

¨ 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 58.0701 ~~Submission~~Other ~~of Matters to a Vote of Security Holders~~Events.

~~(a) A special~~As ~~meeting~~previously ofreported, ~~shareholders~~on ofMay 1, 2017, ASB Bancorp, Inc. (the “Company”) ~~was~~entered ~~held~~into onan ~~September~~Agreement 19and Plan of Merger and Reorganization (the “Merger Agreement”) with First Bancorp, ~~2017~~the holding company for First Bank, Southern Pines, North Carolina. The AsMerger Agreement provides that each share of Company common stock will convert into the ~~July 19~~right, ~~2017~~subject ~~record~~to ~~date~~certain limitations, ~~there~~to ~~were~~receive 3either $41.90 in cash or 1.44 shares of First Bancorp common stock,~~788~~ or a combination thereof,~~025~~ provided that the total consideration will be prorated as necessary to ensure that 90% of the total outstanding shares of Company common stock will be exchanged for First Bancorp common stock and 10% of the total outstanding, ~~all~~shares of ~~which~~Company ~~were~~common ~~entitled~~stock towill ~~vote.~~be ~~There~~exchanged ~~were~~for 2cash,~~994,438~~ provided that the maximum number of shares ~~present~~of First Bancorp common stock to be issued in ~~person~~exchange orfor byCompany ~~proxy~~common stock will not exceed 19.9% of the number of shares of First Bancorp common stock issued and outstanding immediately before the closing of the merger.

~~(b) The~~Shareholders of the Company were mailed ~~final~~election ~~vote~~forms ~~results~~in ~~for~~August ~~each~~2017 to choose their preferred mix of consideration, with the ~~matters~~deadline ~~submitted~~ to amake ~~vote~~elections expiring on September 18, 2017. The preliminary results of the election indicate that shareholders atwho made an election will receive the ~~special~~consideration ~~meeting~~they ~~were~~requested. Each asCompany ~~follows:~~share for which no election was received is expected to receive approximately 0.53 shares of First Bancorp stock and $26.46 in cash. These results remain subject to change, subject to final certification by the Company’s transfer agent based on events that may occur prior to the merger closing, which is expected to be on October 1, 2017, subject to customary closing conditions.

1.Shareholders ~~The~~will ~~shareholders~~be ~~approved~~mailed ~~the~~letters ~~Agreement~~beginning on ~~and~~approximately ~~Plan~~October ~~of Merger and Reorganization~~2, ~~dated~~2017 aswith ofinstructions ~~May~~on 1,how ~~2017,~~to bytender ~~and~~their ~~between~~shares ~~ASB~~of ~~Bancorp,~~Company ~~Inc.~~common ~~and~~stock ~~First~~for ~~Bancorp,~~the ~~under~~merger ~~which ASB Bancorp, Inc~~consideration. Any ~~will~~significant ~~merge~~changes ~~with~~to ~~and~~the ~~into~~results ~~First~~of ~~Bancorp,~~the aselection ~~more~~will ~~particularly~~be ~~described~~reported in ~~the~~a ~~Proxy~~subsequent ~~Statement/Prospectus by the following vote:~~filing.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
2,955,211		29,426		9,801		Not applicable

Caution Regarding Forward-Looking Statements

2.This ~~The~~Form ~~shareholders~~8-K, ~~approved~~in particular statements regarding the proposed transaction between the Company and First Bancorp, onthe aexpected ~~non-binding~~timetable ~~advisory~~for ~~basis~~completing the transaction, and any other statements about the ~~compensation~~Company or First Bancorp managements’ future expectations, beliefs, goals, plans or prospects, includes forward-looking statements that are based on certain ~~executive~~beliefs ~~officers~~and assumptions and reflect the current expectations of ~~ASB~~the Company, First Bancorp, ~~Inc~~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 “believes,” “anticipates,” “expects,” “continues,” “predict,” “potential,” “contemplates,” “may,” “will,” “likely,” ~~receive~~“could,” ~~under~~“should,” ~~existing~~“estimates,” ~~agreements~~“intends,” “plans” and other similar expressions are forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Forward-looking statements involve known and unknown risks, assumptions and uncertainties that may cause actual results in future periods to differ materially from those projected or ~~arrangements~~contemplated ~~with~~in ~~ASB~~the ~~Bancorp~~forward-looking statements, ~~Inc~~and you should not place undue reliance on these statements. Some of the factors that could cause actual results to differ materially from current expectations are: the ability to consummate the proposed transaction; any conditions imposed on the parties in connection with the ~~merger~~consummation of the proposed transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the Company’s ability to maintain relationships with employees and third parties through the closing of the proposed transaction; the ability of the parties to satisfy the conditions to the closing of the proposed transaction; the risk that the proposed transaction may not be completed in the time frame expected by the parties or at all; and the ~~following~~risks ~~vote:~~that are described from time to time in the Company’s reports filed with the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and on general industry and economic conditions. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
2,826,056		142,782		25,600		Not applicable

~~3. 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:~~SIGNATURE

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
2,818,893		139,806		35,739		Not applicable

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

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

	ASB BANCORP, INC.


Date: September 26, 2017	By:	/s/ Suzanne S. DeFerie
		Suzanne S. DeFerie
		President and Chief Executive Officer

~~(c) Not applicable.~~3

(d) Not applicable.

Item 8.01 Other Events.

On September 19, 2017, the Company issued a press release announcing that the Company’s shareholders voted to approve the Agreement and Plan of Merger and Reorganization and that the Company and First Bancorp have received approval for the merger from the North Carolina Commissioner of Banks and from the Board of Governors of the Federal Reserve System. The merger is expected 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

Exhibit Number	Description
99.1	Press Release, dated September 19, 2017

Caution Regarding Forward-Looking Statements

This Form 8-K, in particular statements regarding the proposed transaction between the Company and First Bancorp, the expected timetable for completing the transaction, and any other statements about the Company or First Bancorp managements’ future expectations, beliefs, goals, plans or prospects, includes forward-looking statements that are based on certain 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 “believes,” “anticipates,” “expects,” “continues,” “predict,” “potential,” “contemplates,” “may,” “will,” “likely,” “could,” “should,” “estimates,” “intends,” “plans” and other similar expressions are forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Forward-looking statements involve known and unknown risks, assumptions and uncertainties that 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. Some of the factors that could cause actual results to differ materially from current expectations are: the ability to consummate the proposed transaction; any conditions imposed on the parties in connection with the consummation of the proposed transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the agreement relating to the proposed transaction; the Company’s ability to maintain relationships with employees and third parties following announcement of the proposed transaction; the ability of the parties to satisfy the conditions to the closing of the proposed transaction; the risk that the proposed transaction may not be completed in the time frame expected by the parties or at all; and the risks that are described from time to time in the Company’s reports filed with the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and on general industry and economic conditions. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

SIGNATURE

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

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

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