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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street NW
Washington, D.C. 29549
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Form 8-K
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PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 20, 2005
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First Bancorp
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(Exact Name of Registrant as Specified in its Charter)
North Carolina 0-15572 56-1421916
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
341 North Main Street, Troy, North
Carolina 27371
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(Address of Principal Executive Offices) (Zip Code)
(910) 576-6171
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(Registrant's telephone number, including area code)
Not Applicable
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(Former Name or Former Address, if changed since last report)
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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))
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First Bancorp
INDEX
Page
Item 1.01 - Entry into a Material Definitive Agreement 3
Item 9.01 - Financial Statements and Exhibits 3
Signatures 4
Exhibit 10(a) Management Incentive Plan 5
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Item 1.01. Entry into a Material Definitive Agreement
On January 20, 2005, First Bancorp (the "Registrant") paid management
bonuses to approximately 204 employees, including its executive officers, under
the Registrant's Management Incentive Plan. The Management Incentive Plan was
first adopted by the Board of Directors on January 20, 1996 and, except as
discussed in the following sentence, pays bonuses to executive officers based on
a formula that considers whether the Registrant's financial performance meets
certain targets as measured by return on equity and earnings per share.
Subsequent to the adoption of the Management Incentive Plan, the Board of
Directors of the Registrant exempted the Chief Executive Officer from the
formula described above, and instead the Chief Executive Officer's bonus has
been set at 1% of reported net income, which was the formula applied to
calculate the bonus paid on January 20, 2005. A copy of the Management Incentive
Plan is included as Exhibit 10(a) to this report. The Compensation Committee of
the Registrant's Board of Directors determined that unanticipated expenses, such
as Sarbanes-Oxley compliance costs, Internet Banking start-up costs, higher
external audit fees and new branch start-up costs, all contributed to the
Registrant failing to meet the 2004 earnings target by approximately 2%. The
return on equity target was met. The Compensation Committee concluded that
because of the unanticipated expenses, which were not included in the 2004
budget on which the earnings target was based, bonuses should be paid under the
Management Incentive Plan as if the earnings target were met. Accordingly, the
following bonuses were paid to the named executive officers appearing in the
compensation table of the Registrant's most recently filed Form DEF 14A,
excluding the Registrant's Chief Executive Officer whose bonus was paid in
accordance with the formula described above:
Anna G. Hollers Executive Vice President and $87,000
Secretary
Teresa C. Nixon Executive Vice President and $87,000
Compliance Officer
John F. Burns Executive Vice President $44,035
Eric P. Credle Senior Vice President and Chief $65,000
Financial Officer
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits. The Registrant's Management Incentive Plan is filed as
Exhibit 10(a) to this report.
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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.
First Bancorp
January 26, 2005 By: /s/ James H. Garner
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James H. Garner
President and Chief Executive Officer
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