UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

~~Pursuant~~TO toSECTION ~~Section~~ 13 orOR 15(dD) ofOF ~~the Securities Exchange Act of 1934~~THE

~~Date~~SECURITIES ofEXCHANGE ~~Report~~ACT ~~(Date~~OF ~~of earliest event reported): September 26, 2017~~1934

Date of Report (Date of earliest event reported): October 1, 2017

ASB BANCORP, INC.

(Exact Name of Registrant asAs 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.)

North Carolina

(State or Other Jurisdiction of Incorporation)

001-35279

45-2463413

(Commission File Number)

(I.R.S. Employer Identification No.)

11 Church Street, Asheville, North Carolina 28801

(Address of ~~principal~~Principal ~~executive~~Executive ~~offices~~Offices) (Zip Code)

(828) 254-7411

(Registrant’'s ~~telephone~~Telephone ~~number~~Number, ~~including~~Including ~~area~~Area ~~code~~Code)

Not Applicable

(Former ~~name~~Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report~~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 (see General Instruction A.2. below):

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 (1717CFR ~~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 82.01 ~~Other~~Completion ~~Events~~of Acquisition or Disposition of Assets.

AsEffective as ~~previously~~of ~~reported,~~October ~~on May~~ 1, 2017, ~~ASB~~ ~~Bancorp, Inc. (the “Company”) entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with~~ First Bancorp , the holding company for First Bank, Southern Pines, North Carolina~~. The~~, ~~Merger~~completed ~~Agreement provides~~its ~~that~~acquisition ~~each~~by ~~share~~merger of ~~Company~~ASB ~~common~~Bancorp, ~~stock~~Inc. ~~will convert into~~ (the ~~right~~“Company”), the ~~subject~~holding tocompany ~~certain~~for ~~limitations,~~Asheville toSavings ~~receive~~Bank, ~~either $41~~S.~~90 in cash or 1~~S.~~44 shares of First Bancorp common stock~~B., ~~or a combination thereof~~Asheville, ~~provided~~North ~~that~~Carolina (the ~~total~~“Merger”). ~~consideration~~The ~~will be prorated as necessary to ensure that 90% of the total outstanding shares of~~ Company ~~common stock will be exchanged for First~~merged ~~Bancorp~~with ~~common stock~~ and ~~10%~~into ofFirst ~~the total outstanding shares of Company common stock will be exchanged for cash~~Bancorp, ~~provided~~with ~~that the maximum number of shares of~~ First Bancorp ~~common~~as ~~stock~~the tosurviving beentity. ~~issued~~The inMerger ~~exchange~~was ~~for~~completed ~~Company~~pursuant ~~common~~to ~~stock~~an ~~will~~Agreement ~~not exceed 19.9%~~and ofPlan ~~the number~~ of ~~shares~~Merger ~~of First Bancorp common stock issued~~ and ~~outstanding~~Reorganization ~~immediately~~dated ~~before~~May ~~the~~1, ~~closing~~2017 of (the ~~merger~~“Merger Agreement”).

~~Shareholders~~Upon closing of the Merger, each outstanding share of the Company’s common stock, other than shares held by the Company, First Bancorp, or any other their respective wholly-owned subsidiaries, was converted into the right to receive 1.44 shares of First Bancorp’s common stock or $41.90 in cash, or a combination thereof. The Company’s shareholders were mailed ~~election~~ election forms in August 2017 to choose their preferred mix of consideration, with the deadline to make elections expiring on September 18, 2017. The preliminary results of the election indicate that shareholders who made an effective election will receive the merger consideration they requested~~. Each~~, ~~Company~~and each share of the Company’s common stock for which no election was received will ~~is expected to~~ receive ~~approximately~~ 0.53 shares of First Bancorp common 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.

~~Shareholders~~The ~~will~~foregoing bedescription ~~mailed~~of ~~letters~~the ~~beginning~~Merger onand ~~approximately~~the ~~October~~Merger 2,Agreement ~~2017~~does ~~with~~not ~~instructions~~purport onto ~~how~~be tocomplete ~~tender~~and ~~their~~is ~~shares~~qualified ofin ~~Company~~its ~~common~~entirety ~~stock~~by ~~for~~reference to the ~~merger~~Merger ~~consideration.~~ Agreement, ~~Any~~which ~~significant~~is ~~changes~~attached as Exhibit 2.1 to the ~~results~~Company’s ofForm 8-K filed with the ~~election~~Securities ~~will~~and beExchange ~~reported~~Commission in(the a“SEC”) on ~~subsequent~~May ~~filing~~1, 2017.

~~Caution~~Item ~~Regarding~~3.01 ~~Forward-Looking~~Notice ~~Statements~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~This~~On ~~Form~~September ~~8-K~~29, in2017, ~~particular statements regarding~~ the ~~proposed transaction between the~~ Company ~~and First Bancorp, the expected timetable for completing the transaction,~~notified ~~and~~The ~~any~~NASDAQ ~~other~~Stock ~~statements~~Market ~~about~~LLC ~~the~~(“NASDAQ”) ~~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~~Merger ~~expectations~~would ofbe ~~the Company,~~effective ~~First~~at ~~Bancorp,~~12:01 ~~and their respective management~~a.m. ~~Statements~~on ~~that~~October ~~are predictive in nature~~1, ~~that~~2017. ~~depend~~Prior ~~on or relate~~ to ~~future~~the ~~events~~open orof ~~conditions,~~trading oron ~~that~~October ~~include words such as “believes~~2,” ~~“anticipates~~2017,” ~~“expects,” “continues,”~~NASDAQ ~~“predict,”~~filed ~~“potential,”~~with “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,~~SEC ~~and~~an ~~you~~application ~~should not place undue reliance~~ on ~~these~~Form ~~statements.~~25 ~~Some~~to ofremove the ~~factors~~Company’s ~~that could cause actual results to~~common ~~differ~~stock ~~materially~~ from ~~current~~listing ~~expectations~~on ~~are:~~NASDAQ ~~the~~and ~~ability~~withdraw ~~to consummate~~ the ~~proposed~~registration ~~transaction;~~of ~~any conditions imposed on~~ the ~~parties~~Company’s incommon ~~connection~~stock ~~with~~under ~~the~~Section ~~consummation~~12(b) of the ~~proposed~~Securities and ~~transaction;~~Exchange ~~the~~Act ~~occurrence~~ of ~~any event~~1934, ~~change~~as oramended. ~~other~~In ~~circumstances that~~connection ~~could~~with ~~give rise to~~ the ~~termination~~completion of the Merger, ~~Agreement;~~trading of the Company’s ~~ability~~common ~~to maintain relationships with employees~~stock ~~and~~on ~~third~~NASDAQ ~~parties~~ceased ~~through~~before the ~~closing~~opening of ~~the~~trading ~~proposed~~on ~~transaction;~~October ~~the~~2, ~~ability~~2017. ofThe ~~the~~information ~~parties~~set toforth ~~satisfy~~in ~~the~~Item ~~conditions~~2.01 ~~to the closing~~ of ~~the~~this ~~proposed~~Current ~~transaction; the risk that the proposed transaction may not be completed in the time frame expected by~~Report ~~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~~is onincorporated ~~general~~by ~~industry~~reference ~~and economic conditions~~herein. ~~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.~~

2 Item 3.03 Material Modifications to Rights to Security Holders.

~~SIGNATURE~~Upon the completion of the Merger, each outstanding share of the Company’s common stock (other than shares held by the Company, First Bancorp, or any of their respective wholly-owned subsidiaries) was converted into the right to receive 1.44 shares of First Bancorp’s common stock or $41.90 in cash, or a combination thereof. As described in the Company’s Current Report on Form 8-K filed on September 19, 2017, the Merger Agreement was approved by the Company’s shareholders at the special shareholders’ meeting held on September 19, 2017. The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.

~~Pursuant~~Item to5.01 ~~the~~Changes ~~requirements of~~in ~~the~~Control ~~Securities Exchange Act~~ of ~~1934, the Company has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized~~Registrant.

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

Upon the completion of the Merger effective as of October 1, 2017, the Company merged with and into First Bancorp and, accordingly, a change in control of the Company occurred. The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.

3 SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FIRST BANCORP,
	(successor by merger to ASB Bancorp, Inc.)


	By:	/s/ Eric P. Credle
		Eric P. Credle
		Chief Financial Officer

Dated: October 2, 2017

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