Post-effective Amendment to Registration Statement (pos Am)
06 Outubro 2014 - 6:25PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on October 6, 2014
Registration Statement No. 333-167002
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Post-Effective Amendment No. 1 to Form S-3
Registration Statement No. 333-167002
NORTH VALLEY
BANCORP
(Exact name of registrant as specified in its charter)
California
(State or
other jurisdiction or incorporation or organization)
94-2751350
(I.R.S. Employer Identification No.)
300 Park Marina Circle
Redding, California 96001
(530) 898-0300
(Address,
including zip code, and telephone number, including area code, of registrants principal executive offices)
c/o TriCo
Bancshares
Thomas J. Reddish
Executive Vice President and Chief Financial Officer
63 Constitution Drive
Chico, California 95973
(530) 898-0300
(Name,
address and telephone number, including area code, of agent for service)
Approximate
date of commencement of proposed sale to the public: Not Applicable.
If only the securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check
the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction I.D. or post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
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 definition of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
|
|
|
|
|
|
|
Large accelerated filer ¨ |
|
|
|
Accelerated filer |
|
x |
|
|
|
|
Non-accelerated filer ¨ |
|
(Do not check if a smaller reporting company) |
|
Smaller reporting company |
|
¨ |
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following Registration Statement on Form S-3, as amended (the Registration
Statement) of North Valley Bancorp (the Registrant):
|
|
|
File No. 333-167002, pertaining to (i) the potential resale from time to time by selling securityholders of some or all of 40,000 shares of the Registrants Mandatorily Convertible Cumulative Perpetual
Preferred Stock, Series A, liquidation preference amount of $1,000 per share (Series A Preferred Stock), and (2) 29,333,310 shares of the Registrants common stock, no par value per share, issuable upon the mandatory conversion
into common stock of the Series A Preferred Stock (representing 26,666,646 shares issuable upon conversion of the 40,000 shares of Series A Preferred Stock plus an additional 2,666,664 shares issuable if certain shareholder approvals were not
obtained within six months of the date of issuance of the Series A Preferred Stock). |
On January 21, 2014, the
Registrant entered into an Agreement and Plan of Merger and Reorganization (the Merger Agreement) with TriCo Bancshares, a California corporation (TriCo). Pursuant to the Merger Agreement, among other
transactions, on October 3, 2014, the Registrant merged with and into TriCo (the Merger), with TriCo continuing as the surviving corporation and as the successor in interest to the Registrant following the Merger.
In connection with the consummation of the Merger, the offering pursuant to the Registration Statement has been terminated. In accordance
with undertakings made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities which remain unsold at the termination of the offering, the Registrant hereby removes
from registration the securities of the Registrant registered but unsold under the Registration Statement.
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-3 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chico, State of California, on the 6th day
of October 2014.
|
|
|
TriCo Bancshares, as successor to North Valley Bancorp |
|
|
By |
|
/s/ Thomas J. Reddish |
Name: |
|
Thomas J. Reddish |
Title: |
|
Executive Vice President and Chief Financial Officer |
Note: No other person is required to sign this Post-Effective Amendment to the Registration Statement in
reliance upon Rule 478 under the Securities Act of 1933, as amended.
North Valley Banco (MM) (NASDAQ:NOVB)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
North Valley Banco (MM) (NASDAQ:NOVB)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024