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~~the ofSecurities ~~earliest~~Exchange ~~event~~Act ~~reported) November~~of ~~28, 2017~~1934

Date of Report (Date of earliest event reported): January 26, 2018

LOGO

PARAGON COMMERCIAL CORPORATION

(Exact name of registrant as specified in its charter)

North Carolina

001-37802

56-2278662

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3535 Glenwood Avenue

Raleigh, North Carolina

27612

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (919) 788-7770

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))

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 5 2.~~07 Submission~~01 Completion of ~~Matters~~Acquisition toor aDisposition ~~Vote~~ of ~~Security Holders~~Assets.

~~On November~~Effective 28January 26, ~~2017~~2018, Paragon Commercial Corporation (the “Company”) ~~held~~completed its ~~Annual~~previously ~~Meeting~~announced ofmerger ~~Shareholders~~ (the ~~“Annual~~ ~~Meeting~~“Merger”). ~~Two~~with ~~proposals~~TB ~~were~~Acquisition, ~~submitted~~LLC, ~~to shareholders~~a atwholly ~~the~~owned ~~Annual~~subsidiary ~~Meeting.~~of InTowneBank, pursuant to the ~~case~~Agreement ofand ~~Proposal~~Plan 1of Reorganization, ~~all~~dated as of ~~the~~April 26, ~~Board~~2017, ofby ~~Directors’~~and ~~nominees~~among ~~were~~TowneBank, ~~approved~~TB Acquisition, LLC, the Company, and ~~elected to~~Paragon ~~serve~~Commercial onBank (the “Merger Agreement”). At closing, the Company’s ~~Board~~merged ofwith ~~Directors.~~and ~~Proposal~~into 2TB ~~was approved~~Acquisition, byLLC, with TB Acquisition, LLC as the surviving ~~shareholders~~entity. ~~entitled~~Immediately tothereafter, ~~vote~~Paragon atCommercial Bank merged with and into TowneBank, with TowneBank as the ~~Annual Meeting~~surviving entity. ~~Proposals~~As 1a result of the Merger, and 2pursuant ~~are~~to ~~described~~the interms ~~greater~~and ~~detail~~conditions inof the Merger Agreement, each share of the Company’s ~~definitive~~common ~~proxy~~stock ~~statement~~was ~~for~~converted into the ~~Annual~~right ~~Meeting~~to receive 1.7250 shares of TowneBank common stock (the “Merger Consideration”). In addition, the vesting of all restricted stock awards of the Company accelerated upon asconsummation ~~filed~~of ~~with~~the Merger. The foregoing description of the ~~Securities~~Merger Agreement and ~~Exchange~~the ~~Commission~~Merger ondoes ~~October~~not 20purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference as Exhibit ~~2017~~2.1.

~~The voting~~Item ~~results~~3.01 ~~were~~Notice asof ~~follows:~~Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the closing of the Merger, the Company notified the Nasdaq Stock Market (“Nasdaq”) on January 26, 2018 that, at the effective time of the Merger, each share of the Company’s common stock issued and outstanding immediately prior to such time, was automatically cancelled and converted into the right to receive the Merger Consideration. On ~~Proposal~~January 26, 1:2018, ~~Proposal~~the Company requested Nasdaq to promptly file with the Securities and Exchange Commission (the “SEC”) a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act ~~elect~~of ~~two~~1934 ~~members~~(the “Exchange Act”) on Form 25 to delist and deregister the shares of the ~~Board~~Company’s common stock. Upon effectiveness of ~~Directors~~such Form 25, ~~each~~the ~~for~~Company’s successor intends to file with the SEC a ~~term~~certification ofon Form 15 under ~~office~~the Exchange Act requesting that the shares of ~~three~~the ~~years~~Company’s orcommon ~~until~~stock ~~his~~be ~~successor~~deregistered isand ~~duly~~that ~~elected~~the Company’s reporting obligations under Sections 13 and ~~qualified~~ 15(d) of the Exchange Act be suspended.

Directors Elected	Votes For	Votes Withheld	Broker Non-Votes
Robert C. Hatley	2,663,540	92,248	--
Howard Jung	2,364,517	372,771	--

Item 3.03

Material Modification to Rights of Security Holders.

~~Proposal~~The 2:disclosure ~~Proposal~~set toforth under ~~ratify~~Items ~~the~~2.01 ~~appointment~~and of3.01 ~~Elliott~~is ~~Davis,~~incorporated ~~PLLC~~by asreference ~~the Company’s~~into ~~independent~~this ~~auditors for 2017~~Item 3.03.

For	Against	Abstain	Broker Non-Votes
2,793,290	1,002	19,750	--

Item 5.01

Changes in Control of Registrant.

On January 26, 2018, pursuant to the terms of the Merger Agreement, TowneBank completed the acquisition of the Company through the merger of the Company with and into TB Acquisition, LLC, with TB Acquisition, LLC, continuing as the surviving entity, and through the merger of Paragon Commercial Bank with and into TowneBank, with TowneBank continuing as the surviving entity. As a result of the Merger, each share of the Company’s common stock issued and outstanding immediately prior to such time was automatically cancelled and converted into the right to receive the Merger Consideration.

Item 8.01

Other Events.

On January 29, 2018, TowneBank issued a press release announcing the closing of the Merger. 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 No.		Description

2.1		Agreement and Plan of Reorganization, dated April 26, 2017, by and among TowneBank, TB Acquisition, LLC, Paragon Commercial Corporation and Paragon Commercial Bank (included as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on May 1, 2017, and incorporated herein by reference)

99.1		Press release dated January 29, 2018

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.

	PARAGON COMMERCIAL CORPORATION
				TOWNEBANK (as successor to Paragon Commercial Corporation)
Date: December 4, 2017	By:	/s/ Steven E. Crouse
Date: January 30, 2018			By:	/s/ Clyde E. McFarland, Jr.
		Steven E. Crouse
				Clyde E. McFarland, Jr. Senior Executive Vice President and Chief Financial Officer
		Executive Vice President and Chief Financial Officer

Filing Compare · Paragon Commercial CORP