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Section 1: 8-K (FORM 8-K)










  FORM 8-K  





Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): June 4, 2019


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(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 8.01. Other Events.


On June 4, 2019, Select Bank & Trust Company (the “Bank”), a wholly owned subsidiary of Select Bancorp, Inc. (the “Company”), entered into a Purchase and Assumption Agreement with Pickens Savings & Loan Association, FA (“Pickens”), pursuant to which Pickens will assume the majority of deposits and acquire selected assets associated with the Bank’s branch located at 115 N. Main St., Six Mile, South Carolina. A press release issued by the Company announcing the agreement is attached as Exhibit 99.1.


Item 9.01. Financial Statements and Exhibits.


  (d) Exhibits.


Exhibit No.   Description
99.1   Press Release dated June 5, 2019







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.


Date:  June 6, 2019 By: /s/ Mark A. Jeffries
    Mark A. Jeffries
    Executive Vice President and Chief Financial Officer




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Section 2: EX-99.1 (EXHIBIT 99.1)


Exhibit 99.1



June 5, 2019

Mark Jeffries

Executive Vice President

Chief Financial Officer

Office: 910-892-7080 and Direct: 910-897-3603

[email protected]





DUNN, NC . . . Select Bancorp, Inc. (the “Company” NASDAQ: SLCT), the holding company for Select Bank & Trust Company (the “Bank”), announced today that the Bank has entered into a definitive agreement to sell its Six Mile, South Carolina branch located at 115 North Main Street, to Pickens Savings & Loan Association, FA. Terms of the agreement provide for Pickens to assume the majority of deposits and to acquire selected assets associated with the branch, while Select retains the loans.


“Making a decision like this is never an easy one, but we believe it is the best decision for our customers, the community, our team members and our shareholders,” said William L. Hedgepeth II, president and Chief Executive Officer of the Company and the Bank. “It is our belief that the community of Six Mile can be better served by a local community bank. Pickens Savings & Loan will be in a much better position to provide local decision making and community outreach due to their proximity to Six Mile. We are confident that the level of service to the customers and the community of Six Mile is extremely important to Pickens Savings & Loan.”


The transaction is expected to close in the fourth quarter of 2019 pending regulatory approvals. Customers will be receiving a letter announcing the change with further communication coming as the closing date nears.


“We will continue to work very hard to always provide the best service to our customers in the most efficient and cost-effective manner possible,” Hedgepeth said. “That’s what ‘common sense banking’ is all about.”



About Select Bancorp, Inc.


Select Bancorp, Inc. is a bank holding company headquartered in Dunn, North Carolina. The Company primarily conducts operations through its wholly owned subsidiary, Select Bank & Trust Company, a North Carolina-chartered commercial bank that provides a full suite of banking services through its offices in North Carolina and South Carolina. The Company’s common stock is listed on the Nasdaq Global Market under the symbol “SLCT”. Select Bank & Trust has 18 offices in Burlington, Charlotte, Clinton, Dunn, Elizabeth City, Fayetteville, Goldsboro, Greenville, Leland, Lillington, Lumberton, Morehead City, Raleigh, Washington, and Wilmington N.C. and Blacksburg, Rock Hill, and Six Mile, S.C. Select Bank & Trust serves these, and nearby communities focusing on local businesses and consumers as a dedicated community bank. The mission of Select Bank & Trust is to be the bank of choice in the communities we serve, by providing exceptional customer service, superior products and experienced bankers using a “common sense” approach to banking. When customers choose to bank with Select Bank & Trust, they receive quality financial products at a fair and competitive price, along with unparalleled friendly, courteous, and responsive service.










This press release contains certain forward-looking information about Select Bancorp, Inc. and its bank subsidiary that is intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. In some cases, you can identify forward-looking statements by words such as “may,” “hope,” “will,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” “continue,” “could,” “future” or the negative of those terms or other words of similar meaning. These forward-looking statements include, without limitation, statements relating to the terms and closing of the proposed transaction between Select Bank & Trust and Pickens Savings & Loan Association, FA, and the estimated impact of the branch disposition on financial results. You should carefully read forward-looking statements, including statements that contain these words, because they discuss the future expectations or state other “forward-looking” information about Select Bancorp, Inc. and its subsidiary bank. A number of important factors could cause actual results or events to differ materially from those indicated by such forward-looking statements, many of which are beyond the parties’ control, including the parties’ ability to consummate the transaction or satisfy the conditions to the completion of the transaction, including the receipt of regulatory approvals required for the transaction on the terms expected, on the anticipated schedule, or at all; the possibility that any of the anticipated benefits of the proposed transaction will not be realized or will not be realized within the expected time period; the effect of the announcement of the transaction on employee and customer relationships at the branch and operating results; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; and general competitive, economic, political and market conditions and fluctuations. Additional information concerning factors that could cause actual results to materially differ from those in the forward-looking statements is contained in Select Bancorp, Inc.’s SEC filings, including its periodic reports under the Securities Exchange Act of 1934, as amended, copies of which are available upon request. Select Bancorp, Inc. assumes no obligation to update the information in this communication, except as otherwise required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.






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