As filed with the Securities and Exchange Commission on October 1, 2014Registration No. 333-[l]


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549


FORM S-8


REGISTRATION STATEMENT


UNDER THE SECURITIES ACT OF 1933


CommunityOne Bancorp


(Exact name of registrant as specified in its charter)


North Carolina1017 East Morehead Street, Suite 20056-1456589Charlotte, North Carolina 28204(State or other jurisdiction of incorporation or organization)(Address of principal executive offices)(IRS Employer Identification No.)CommunityOne Bancorp 2012 Incentive Plan(Full title of the plan)


Beth S. DeSimone


EVP, General Counsel and Secretary


CommunityOne Bancorp


1017 E. Morehead Street Suite 200


Charlotte, North Carolina 28204


(336) 626-8300


(Name, address and telephone number, including area code, of agent for service)


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


Large accelerated fileroAccelerated filerþNon-accelerated fileroSmaller reporting companyo(Do not check if a smaller reporting company)


CALCULATION OF REGISTRATION FEE


Title of Securities to Be RegisteredAmount to be Registered(1)Proposed Maximum Offering Price Per ShareProposed Maximum Aggregate Offering PriceAmount of Registration FeeCommon Stock, no par value per share1,200,000 shares(2)$8.84(3)$10,608,000(3)$1,232.65


(1)  Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock that may become issuable under the 2012 Incentive Plan (the “Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock.


(2) Represents an increase of 1,200,000 shares of Common Stock to the number of shares available for issuance under the Plan, as approved by the shareholders of the Registrant at the 2013 Annual Meeting of Shareholders pursuant to the Proxy Statement filed on Definitive Schedule 14A filed with the Securities and Exchange Commission on April 4, 2013.  Shares available for issuance under the Plan were previously registered on a Registration Statement on Form S-8 filed with the SEC on March 29 2013 (Registration No. 333-187613).


(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) promulgated under the Securities Act on the basis of $8.84 per share, the average of the high and low prices of the Common Stock on              September 30, 2014, as reported on the Nasdaq Stock Market.


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STATEMENT OF INCORPORATION BY REFERENCE


This Registration Statement on Form S-8 is filed to register the offer and sale of an additional 1,200,000 shares of the Registrant's Common Stock, no par value per share ("Common Stock"), to be issued under the Registrant’s 2012 Incentive Plan.  These additional shares were authorized to be added to the 2012 Incentive Plan by virtue of amendments to the 2012 Incentive Plan approved by the shareholders of the Registrant at the 2013 Annual Meeting of Shareholders pursuant to proxy materials provided to the shareholders in the Proxy Statement on Definitive Schedule 14A filed with the Securities and Exchange Commission on April 4, 2013.  This Registration Statement incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-187613, filed by the Registrant on March 29, 2013, relating to the Registrant’s 2012 Incentive Plan.


ITEM 8. EXHIBITS4.12.Articles of Amendment to the Articles of Incorporation of the Registrant, adopted June 20, 2013, incorporated herein by reference to Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q, filed August 5, 2013.4.13.Amended and Restated Bylaws of the Registrant approved by the shareholders of the Registrant on June 20, 2013, incorporated herein by reference to Exhibit 3.13 to the Registrant's Annual Report on Form 10-K, filed March 7, 2014.4.14.Specimen of the Registrant's Common Stock Certificate, incorporated herein by reference to Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q, filed August 5, 2013.5.1.*Opinion of Katie Trotter, Senior Vice President, regarding the legality of securities registered.23.1.*Consent of Dixon Hughes Goodman LLP.24.1.Power of Attorney (including in the signature page to this Registration Statement).99.1.CommunityOne Bancorp 2012 Incentive Plan, incorporated herein by reference to Section 99.1 to the Registrant's Registration Statement on Form S-8 , filed March 29, 2013.99.2.Form of Incentive Stock Award Agreement, incorporated herein by reference to Section 99.2 to the Registrant's Registration Statement on Form S-8 , filed March 29, 2013.*Filed herewith.


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SIGNATURES


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 Charlotte, State of North Carolina on October 1, 2014.





COMMUNITYONE BANCORPBy:/s/ Robert L. ReidName:Robert L. ReidTitle:President and CEO


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POWER OF ATTORNEY AND SIGNATURES





KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert L. Reid and David L. Nielsen his true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, from such person and in each person's name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other 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 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 any of them, may lawfully do or cause to be done.





Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.








SIGNATURESSignatureTitleDate/s/ Robert L. ReidPresident, Chief Executive Officer and DirectorOctober 1, 2014Robert L. Reid(Principal Executive Officer)/s/ David L. NielsenEVP and Chief Financial OfficerOctober 1, 2014David L. Nielsen(Principal Financial Officer)/s/ Scott B. KauffmanDirectorOctober 1, 2014Scott B. Kauffman/s/ Jerry R. LicariDirectorOctober 1, 2014Jerry R. Licari/s/ J. Chandler MartinDirectorOctober 1, 2014J. Chandler Martin/s/ T. Gray McCaskillDirectorOctober 1, 2014T. Gray McCaskill/s/ H. Ray McKenney, Jr.DirectorOctober 1, 2014H. Ray McKenney, Jr./s/ John C. RedettDirectorOctober 1, 2014John C. Redett/s/ Boyd C. WilsonDirectorOctober 1, 2014Boyd C. Wilson





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EXHIBIT INDEX 4.12.Articles of Amendment to the Articles of Incorporation of the Registrant, adopted June 20, 2013, incorporated herein by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q, filed August 5, 2013.4.13.Amended and Restated Bylaws of the Registrant approved by the shareholders of the Registrant on June 20, 2013, incorporated herein by reference to Exhibit 3.13 to the Registrant’s Annual Report on Form 10-K, filed March 7, 2014.4.14.Specimen of the Registrant's Common Stock Certificate, incorporated herein by reference to Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q, filed August 5, 2013.5.1.*Opinion of Katie Trotter, Senior Vice President, regarding the legality of securities registered.23.1.*Consent of Dixon Hughes Goodman LLP.24.1.Power of Attorney (including in the signature page to this Registration Statement).99.1.CommunityOne Bancorp 2012 Incentive Plan, incorporated herein by reference to Section 99.1 to the Registrant's Registration Statement on Form S-8 , filed March 29, 2013.99.2.Form of Incentive Stock Award Agreement, incorporated herein by reference to Section 99.2 to the Registrant's Registration Statement on Form S-8 , filed March 29, 2013.*Filed herewith.








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