PEOPLES BANCORP OF NORTH CAROLINA INC

Annual Report • Mar 16, 2020

10-K/A 1 pebk_10k.htm AMENDED ANNUAL REPORT Document created using Blueprint(R) - powered by Issuer Direct - www.issuerdirect.com Copyright 2020 Issuer Direct Corporation pebk_10k

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2019

Peoples Bancorp of North Carolina, Inc.

( Exact Name of Registrant as Specified in Its Charter)

North Carolina

(State or Other Jurisdiction of Incorporation)

000-27205	56-2132396
(Commission File
No.)	(IRS Employer
Identification No.)
518 West C Street, Newton, North Carolina	28658
(Address of
Principal Executive Offices)	(Zip
Code)

(828) 464-5620

(Registrant’s Telephone Number, Including Area Code)

Securities Registered Pursuant to Section 12(b) of the Act: None

Securities Registered Pursuant to Section 12(g) of the Act:

Common Stock, no par value

(title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

| Large accelerated filer
☐ | Accelerated filer
☒ |
| --- | --- |
| Non-accelerated filer
☐ | Smaller reporting
company☒ |
| | 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) ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $136,593,960 based on the closing price of such common stock on June 30, 2019, which was $30.05 per share.

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. 5,914,304 shares of common stock, outstanding at February 29, 2020.

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EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A amends the original Report on Form 10-K for the annual period ended December 31, 2019 filed by Peoples Bancorp of North Carolina, Inc. (the “Company”) on March 13, 2020 (the “Original Filing”). The sole purpose of this Amendment No. 1 is to include Exhibit (4)(ii), which was inadvertently excluded from the Original Filing.

Except as described above, this Amendment No. 1 does not amend, update or change any other items or disclosures contained in the Original Filing, and accordingly, this Amendment No. 1 does not reflect or purport to reflect any information or events occurring after the original filing date or modify or update those disclosures affected by subsequent events. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and the Company’s other filings with the Securities and Exchange Commission.

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Item 15. Exhibits

The Exhibit Index appearing immediately after the signature page to this Form 10-K/A is incorporated herein by reference.

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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 thereunto duly authorized.

| /s/ Lance A.
Sellers |
| --- |
| Lance A.
Sellers |
| President and Chief
Executive Officer (Principal
Executive Officer) |

| Date: March 16,
2020 |
| --- |
| A.
Joseph Lampron, Jr. |
| Executive Vice
President and Chief Financial Officer (Principal
Financial and Principal Accounting Officer) |

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EXHIBIT INDEX

| Exhibit
(3)(i) | Articles
of Amendment dated December 19, 2008, regarding the Series A
Preferred Stock, incorporated by reference to Exhibit (3)(1) to the
Form 8-K filed with the Securities and Exchange Commission on
December 29, 2008 |
| --- | --- |
| Exhibit
(3)(ii) | Articles
of Amendment dated February 26, 2010 incorporated by reference to
Exhibit (3)(2) to the Form 10-K filed with the Securities and
Exchange Commission on March 25, 2010 |
| Exhibit
(3)(iii) | Articles
of Incorporation of the Registrant, incorporated by reference to
Exhibit (3)(i) to the Form 8-A filed with the Securities and
Exchange Commission on September 2, 1999 |
| Exhibit
(3)(iv) | Second
Amended and Restated Bylaws of the Registrant, incorporated by
reference to Exhibit (3)(ii) to the Form 8-K filed with the
Securities and Exchange Commission on June 24, 2015 |
| Exhibit
(4)(i) | Specimen
Stock Certificate, incorporated by reference to Exhibit (4) to the
Form 8-A filed with the Securities and Exchange Commission on
September 2, 1999 |
| Exhibit
(4)(ii) | Description
of Registrant’s Securities registered pursuant to Section 12
of the Securities Act of 1934 |
| Exhibit
(10)(i) | Amended
and Restated Executive Salary Continuation Agreement between
Peoples Bank and Tony W. Wolfe dated December 18, 2008,
incorporated by reference to Exhibit (10)(a)(iii) to the Form 8-K
filed with the Securities and Exchange Commission on December 29,
2008 |
| Exhibit
(10)(ii) | Amended
and Restated Executive Salary Continuation Agreement between
Peoples Bank and Joseph F. Beaman, Jr. dated December 18,
2008, incorporated by reference to Exhibit (10)(b)(iii) to the Form
8-K filed with the Securities and Exchange Commission on December
29, 2008 |
| Exhibit
(10)(iii) | Amended
and Restated Executive Salary Continuation Agreement between
Peoples Bank and William D. Cable, Sr. dated December 18,
2008, incorporated by reference to Exhibit (10)(c)(iii) to the Form
8-K filed with the Securities and Exchange Commission on December
29, 2008 |
| Exhibit
(10)(iv) | Employment
Agreement dated January 22, 2015 between the Registrant and William
D. Cable, Sr., incorporated by reference to Exhibit (10)(c) to the
Form 8-K filed with the Securities and Exchange Commission on
February 9, 2015 |
| Exhibit
(10)(v) | Amended
and Restated Executive Salary Continuation Agreement between
Peoples Bank and Lance A. Sellers dated December 18, 2008,
incorporated by reference to Exhibit (10)(d)(iii) to the Form 8-K
filed with the Securities and Exchange Commission on December 29,
2008 |
| Exhibit
(10)(vi) | Employment
Agreement dated January 22, 2015 between the Registrant and Lance
A. Sellers, incorporated by reference to Exhibit (10)(a) to the
Form 8-K filed with the Securities and Exchange Commission on
February 9, 2015 |
| Exhibit
(10)(vii) | Peoples
Bancorp of North Carolina, Inc. Omnibus Stock Ownership and Long
Term Incentive Plan incorporated by reference to Exhibit (10)(f) to
the Form 10-K filed with the Securities and Exchange Commission on
March 30, 2000 |
| Exhibit
(10)(viii) | Amendment
No. 1 to the Peoples Bancorp of North Carolina, Inc. Omnibus Stock
Ownership and Long Term Incentive Plan incorporated by reference to
Exhibit (10)(e)(i) to the Form 10-K filed with the Securities and
Exchange Commission on March 15, 2007 |
| Exhibit
(10)(ix) | Amended
and Restated Executive Salary Continuation Agreement between
Peoples Bank and A. Joseph Lampron, Jr. dated December 18,
2008, incorporated by reference to Exhibit (10)(f)(iii) to the Form
8-K filed with the Securities and Exchange Commission on December
29, 2008 |
| Exhibit
(10)(x) | Employment
Agreement dated January 22, 2015 between the Registrant and A.
Joseph Lampron, Jr., incorporated by reference to Exhibit (10)(b)
to the Form 8-K filed with the Securities and Exchange Commission
on February 9, 2015 |
| Exhibit
(10)(xi) | Peoples
Bank Directors’ and Officers’ Deferral Plan,
incorporated by reference to Exhibit (10)(h) to the Form 10-K filed
with the Securities and Exchange Commission on March 28,
2002 |
| Exhibit
(10)(xii) | Rabbi
Trust for the Peoples Bank Directors’ and Officers’
Deferral Plan, incorporated by reference to Exhibit (10)(i) to the
Form 10-K filed with the Securities and Exchange Commission on
March 28, 2002 |
| Exhibit
(10)(xiii) | Description
of Service Recognition Program maintained by Peoples Bank,
incorporated by reference to Exhibit (10)(i) to the Form 10-K filed
with the Securities and Exchange Commission on March 27,
2003 |

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| Exhibit
(10)(xiv) | Capital
Securities Purchase Agreement dated as of June 26, 2006, by and
among the Registrant, PEBK Capital Trust II and Bear, Sterns
Securities Corp., incorporated by reference to Exhibit (10)(j) to
the Form 10-Q filed with the Securities and Exchange Commission on
November 13, 2006 |
| --- | --- |
| Exhibit
(10)(xv) | Amended
and Restated Trust Agreement of PEBK Capital Trust II, dated as of
June 28, 2006, incorporated by reference to Exhibit (10)(k) to the
Form 10-Q filed with the Securities and Exchange Commission on
November 13, 2006 |
| Exhibit
(10)(xvi) | Guarantee
Agreement of the Registrant dated as of June 28, 2006, incorporated
by reference to Exhibit (10)(l) to the Form 10-Q filed with the
Securities and Exchange Commission on November 13,
2006 |
| Exhibit
(10)(xvii) | Indenture,
dated as of June 28, 2006, by and between the Registrant and
LaSalle Bank National Association, as Trustee, relating to Junior
Subordinated Debt Securities Due September 15, 2036, incorporated
by reference to Exhibit (10)(m) to the Form 10-Q filed with the
Securities and Exchange Commission on November 13,
2006 |
| Exhibit
(10)(xviii) | Form of
Amended and Restated Director Supplemental Retirement Agreement
between Peoples Bank and Directors Robert C. Abernethy, James S.
Abernethy, Douglas S. Howard, John W. Lineberger, Jr., Gary E.
Matthews, Dr. Billy L Price, Jr., Larry E Robinson, W. Gregory
Terry, Dan Ray Timmerman, Sr., and Benjamin I. Zachary,
incorporated by reference to Exhibit (10)(n) to the Form 8-K filed
with the Securities and Exchange Commission on December 29,
2008 |
| Exhibit
(10)(xix) | 2009
Omnibus Stock Ownership and Long Term Incentive Plan incorporated
by reference to Exhibit (10)(o) to the Form 10-K filed with the
Securities and Exchange Commission on March 20, 2009 |
| Exhibit
(10)(xx) | First
Amendment to Amended and Restated Executive Salary Continuation
Agreement between Peoples Bank and Lance A. Sellers dated February
16, 2018 |
| Exhibit
(10)(xxi) | First
Amendment to Amended and Restated Executive Salary Continuation
Agreement between Peoples Bank and A. Joseph Lampron, Jr. dated
February 16, 2018 |
| Exhibit
(10)(xxii) | First
Amendment to Amended and Restated Executive Salary Continuation
Agreement between Peoples Bank and William D. Cable, Sr. dated
February 16, 2018 |
| Exhibit
(13) | 2019
Annual Report of Peoples Bancorp of North Carolina,
Inc. |
| Exhibit
(14) | Code of
Business Conduct and Ethics of Peoples Bancorp of North Carolina,
Inc., incorporated by reference to Exhibit (14) to the Form 10-K
filed with the Securities and Exchange Commission on March 25,
2005 |
| Exhibit
(21) | Subsidiaries
of the Registrant |
| Exhibit
(23) | Consent
of Elliott Davis, PLLC |
| Exhibit
(31)(i) | Certification
of principal executive officer pursuant to section 302 of the
Sarbanes-Oxley Act of 2002 |
| Exhibit
(31)(ii) | Certification
of principal financial officer pursuant to section 302 of the
Sarbanes-Oxley Act of 2002 |
| Exhibit
(32) | Certification
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 |
| Exhibit
(101) | The
following materials from the Company’s 10-K Report for
the annual period ended December 31, 2019, formatted in eXtensible
Business Reporting Language (“XBRL”): (i) the
Condensed Consolidated Balance Sheets, (ii) the Condensed
Consolidated Statements of Earnings, (iii) the Condensed
Consolidated Statements of Comprehensive Income (iv) the
Condensed Consolidated Statements of Changes in Shareholders’
Equity, (v) the Condensed Consolidated Statements of Cash
Flows, and (vi) the Notes to the Condensed Consolidated
Financial Statements. |

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