forms-8.htm

North Carolina (State or other jurisdiction of incorporation or organization)				56-2101930 (IRS Employer Identification Number)

333 Fayetteville Street, Suite 700 Raleigh, North Carolina (Address of Principal Executive Offices)				27601 (Zip Code)

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

CALCULATION OF REGISTRATION FEE
Title of securities to be registered		Amount to be registered	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Common Stock, no par value per share (1)		300,000 (2)	$9.05 (3)	$2,715,000.00 (3)	$106.70 (3)

(1)	Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.
(2)	Pursuant to Rule 416(a) under the Securities Act, this Registration Statement also covers such additional shares of Common Stock as may be issued to prevent dilution of the shares of Common Stock covered hereby resulting from stock splits, stock dividends or similar transactions.
(3)	Calculated solely for the purpose of this offering pursuant to Rule 457(h) on the basis of the average of the high and low prices of the Common Stock as reported on the Nasdaq Global Select Market on June 16, 2008.

This Registration Statement on Form S-8 is being filed by Capital Bank Corporation (the “Registrant”) to register an additional 300,000 shares of the Common Stock of the Registrant, no par value per share, issuable under the Capital Bank 401(k) Retirement Plan (the “Plan”). As permitted by the rules of the Securities and Exchange Commission (the “Commission”), this Registration Statement omits the information specified in Part I of Form S-8 and consists of only those items required by General Instruction E to Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the Plan as required by Rule 428(b) under the Securities Act. Such documents are not being filed with the Commission as part of this Registration Statement or a prospectus or prospectus supplement pursuant to Rule 424.

Pursuant to General Instruction E of Form S-8, the prior Registration Statement relating to the Plan, Registration No. 333-42628 filed with the Commission on July 31, 2000, remains effective, and the contents of such Registration Statement are incorporated in this Registration Statement by this reference.

	(a)	The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 filed with the Commission on March 14, 2008;

	(b)	The Plan’s Annual Report on Form 11-K for the fiscal year ended December 31, 2006 filed with the Commission on June 20, 2007;

	(c)	The Registrant’s Current Reports on Form 8-K filed with the Commission on January 31, 2008, March 28, 2008, May 1, 2008, May 27, 2008, May 29, 2008 and June 6, 2008;

	(d)	The Registrant’s Quarterly Report on Form 10-Q for fiscal quarter ended March 31, 2008 filed with the Commission on May 8, 2008; and

	(e)	The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form S-4 filed on November 13, 2001, and any amendments or reports filed for the purpose of updating such description.

In addition, all documents subsequently filed by the Registrant or the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Exhibit No.		Description

4.1		Specimen Common Stock Certificate (incorporated by reference from Exhibit 4.1 to the Registrant’s Registration Statement on Form S-4 (Reg. No. 333-65853) filed with the Commission on October 19, 1998, as amended on November 10, 1998, December 21, 1998 and February 8, 1999)

4.2		Articles of Incorporation of the Registrant, as amended to date (incorporated by reference from Exhibit 3.1 to the Registrant’s Registration Statement on Form S-4 (Reg. No. 333-65853) filed with the Commission on October 19, 1998, as amended on November 10, 1998, December 21, 1998 and February 8, 1999)

4.3		Bylaws of the Registrant, as amended to date (incorporated by reference from Exhibit 3.02 to the Registrant’s Annual Report on Form 10-K filed with the Commission on March 29, 2002)

23.1		Consent of Grant Thornton LLP

24.1		Power of Attorney (Contained on signature page)

The undersigned Registrant hereby undertakes that it has submitted or will submit the Plan and any amendments thereto to the Internal Revenue Service in a timely manner and has made or will make all changes required by the Internal Revenue Service in order to qualify the Plan.

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Raleigh, State of North Carolina, on this 19th day of June, 2008.

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints B. Grant Yarber and Michael R. Moore, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Name	Title	Date
/s/ B. Grant Yarber	President, Chief Executive Officer and Director	June 19, 2008
B. Grant Yarber	(Principal Executive Officer)
/s/ Michael R. Moore	Chief Financial Officer	June 19, 2008
Michael R. Moore	(Principal Financial Officer)
/s/ David B. Therit	Chief Accounting Officer	June 19, 2008
David B. Therit	(Principal Accounting Officer)
/s/ Charles F. Atkins	Director	June 19, 2008
Charles F. Atkins
/s/ James A. Barnwell, Jr.	Director	June 19, 2008
James A. Barnwell, Jr.
/s/ Leopold I. Cohen	Director	June 19, 2008
Leopold I. Cohen
/s/ John F. Grimes, III	Director	June 19, 2008
John F. Grimes, III

/s/ Robert L. Jones	Director	June 19, 2008
Robert L. Jones
/s/ O. A. Keller, III	Director	June 19, 2008
O. A. Keller, III
/s/ Oscar A. Keller, Jr.	Director	June 19, 2008
Oscar A. Keller, Jr.
/s/ Ernest A. Koury, Jr.	Director	June 19, 2008
Ernest A. Koury, Jr.
/s/ James G. McClure, Jr.	Director	June 19, 2008
James G. McClure, Jr.
/s/ James D. Moser, Jr.	Director	June 19, 2008
James D. Moser, Jr.
/s/ George R. Perkins, III	Director	June 19, 2008
George R. Perkins, III
/s/ Don W. Perry	Director	June 19, 2008
Don W. Perry
/s/ Carl H. Ricker, Jr.	Director	June 19, 2008
Carl H. Ricker, Jr.
/s/ Richard H. Shirley	Director	June 19, 2008
Richard H. Shirley
/s/ J. Rex Thomas	Director	June 19, 2008
J. Rex Thomas
/s/ Samuel J. Wornom, III	Director	June 19, 2008
Samuel J. Wornom, III

Pursuant to the requirements of the Securities Act of 1933, the administrator of the Capital Bank 401(k) Retirement Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Raleigh, State of North Carolina, on June 19, 2008.

Exhibit No.		Description

4.1		Specimen Common Stock Certificate (incorporated by reference from Exhibit 4.1 to the Registrant’s Registration Statement on Form S-4 (Reg. No. 333-65853) filed with the Commission on October 19, 1998, as amended on November 10, 1998, December 21, 1998 and February 8, 1999)

4.2		Articles of Incorporation of the Registrant, as amended to date (incorporated by reference from Exhibit 3.1 to the Registrant’s Registration Statement on Form S-4 (Reg. No. 333-65853) filed with the Commission on October 19, 1998, as amended on November 10, 1998, December 21, 1998 and February 8, 1999)

4.3		Bylaws of the Registrant, as amended to date (incorporated by reference from Exhibit 3.02 to the Registrant’s Annual Report on Form 10-K filed with the Commission on March 29, 2002)

23.1		Consent of Grant Thornton LLP

24.1		Power of Attorney (Contained on signature page)

Large accelerated filer o	Accelerated filer þ
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o

	CAPITAL BANK 401(k) RETIREMENT PLAN


	By: /s/ Michael R. Moore
	Michael R. Moore
	Trustee

	CAPITAL BANK CORPORATION


	By: /s/ B. Grant Yarber
	B. Grant Yarber
	Chief Executive Officer