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File No. 333-
As Filed with the Securities and Exchange Commission on April 28, 2000
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
Registration Statement Under the Securities Act of 1933
NORTH BAY BANCORP
(Name of small business issuer in its charter)
California 6021 68-0434802
---------------------------- ---------------------------- -----------------------------
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Organization) Classification Code Number) Identification No.)
1500 SOSCOL AVENUE, NAPA CALIFORNIA 94559 (707) 257-8585
---------------------------------------------------------
(Address and telephone number of principal executive offices)
500 SOSCOL AVENUE, NAPA CALIFORNIA 94559
----------------------------------------
(Address of principal place of business)
TERRY L. ROBINSON, PRESIDENT & CHIEF EXECUTIVE OFFICER
1500 SOSCOL AVENUE, NAPA CALIFORNIA 94559 (707) 257-8585
---------------------------------------------------------
(Name, address and telephone of agent for service)
Copy to: R. Brent Faye, Esq., Lillick & Charles LLP
2 Embarcadero Center, 27th Floor, San Francisco, California 94111 (415) 984-8365
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date.
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. [ X ]
This Registration Statement is filed to register additional shares of Registrant's common stock in connection with
Registration Statement No. 333- 93365 which was declared effective on February 9, 2000.
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 post-effective amendment filed pursuant to Rule 462(d) 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 delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box . [ ]
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------
Title of each class of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per unit aggregate offering registration fee
price
- --------------------------------------------------------------------------------------------------------------------
Common Stock, No Par Value 27,273(1) $22.00 $600,006(2) N/A (3)
- --------------------------------------------------------------------------------------------------------------------
<FN>
(1) This Registration Statement relates to 27,273 new shares of Common Stock of the Registrant issuable to the
public in addition to 200,000 being carried forward from Registration Statement No. 333-93365, for a total of
227,273.
(2) Total maximum aggregate offering price, when combined with shares carried forward from Registration Statement
No. 333-93365 is $5,000,006.
(3) Registration fee of $ 1,390.00 was previously paid with respect to Registration Statement No. 333-93365.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its
effective date until the registrant shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until
the registration statement shall become effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
</FN>
Supplement No. 1 to Prospectus contained in Part I of this Registration Statement also applies to Registration
Statement No. 333-93365.
THE CONTENTS OF REGISTRATION STATEMENT NO. 333-93365 ARE INCORPORATED HEREIN BY REFERENCE.
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<PAGE>
PART I
NORTH BAY BANCORP
Supplement No. 1 dated April __, 2000 to
Prospectus dated February 9, 2000
The Prospectus is hereby supplemented as follows:
-------------------------------------------
THE OFFERING
-------------------------------------------
Offering Price and Number of Shares Subject to the Offering
The Board of Directors of North Bay has amended the terms of the
offering. Instead of offering up to 200,000 of its common stock at a cash price
of $25.00 per share, North Bay is now offering up to 227,273 shares of its
common stock at a cash price of $22.00 per share. The aggregate consideration
remains at $5,000,000.
Maximum Purchase
The Board of Directors of North Bay has increased the maximum purchase
for any one individual from $100,000 (4,454 shares) to $500,000 (22,727 shares).
Extension of Offering Expiration Date
The Board of Directors of North Bay has extended the offering
expiration date from April 15, 2000 to May 31, 2000. The Board of Directors has
also extended the date to which it retains discretion to further extend the
offering expiration without further notice from June 30, 2000 to July 31, 2000.
Shares to be Purchased by Officers and Directors
The officers and directors of North Bay, Vintage Bank and the proposed
Solano Bank have indicated an intention to subscribe for 19,360 - 27,939 shares
of the common stock offered in the offering, or approximately 12% of the 227,273
shares of common stock being offered for sale in this offering. If all 227,273
shares are sold in this offering, the directors and officers of North Bay and
its subsidiaries will own approximately 29% of the outstanding shares of North
Bay common stock, not including presently exercisable options.
-----------------------------------------------
MARKET INFORMATION
-----------------------------------------------
For the Quarter ended March 31, 2000, as adjusted for the 5% stock
dividend paid on March 20, 2000, the high bid price was $23.80 per share and the
low bid price was $18.09 per share.
The last sales price of North Bay common stock on or before April 19,
2000, the last practicable date before the printing of this supplement was
$20.75, which reflects a sale that occurred on April 13, 2000.
------------------------------------------------
DETERMINATION OF REVISED SUBSCRIPTION PRICE
------------------------------------------------
The revised subscription price for the shares of common stock was
determined by management and approved by the North Bay Board of Directors based
upon information which they believed to be relevant, including an opinion
<PAGE>
from its financial advisors that the $22.00 revised subscription price is fair
to the existing holders of North Bay. Management and the Board also considered
the recent trading history of the common stock, North Bay's and Vintage Bank's
financial condition and earnings as well as the per share book value of the
common stock.
The primary objectives in establishing the revised subscription price
were to maximize net proceeds obtainable from the offering and to enhance the
success of the offering.
No assurance can be given that the market price of North Bay's common
stock will not decline during the offering to a level below the subscription
price or that a shareholder will be able to sell shares purchased in the
offering at a price equal to or greater than the subscription price.
-----------------------------
Opinion of Financial Advisor
-----------------------------
North Bay's Board of Directors retained Hoefer & Arnett, Incorporated
as its financial advisor to assist it in establishing the revised subscription
price. On March 28, 2000, Hoefer & Arnett delivered its oral opinion to North
Bay's Board of Directors that the revised subscription price was fair, from a
financial point of view, to the shareholders of North Bay. On March 29, 2000,
Hoefer & Arnett delivered its written opinion to North Bay confirming its oral
opinion. North Bay did not impose any limitations on Hoefer & Arnett with
respect to its opinion.
Hoefer & Arnett is a nationally recognized investment banking firm and,
as part of its investment banking activities, is regularly engaged in the
valuation of businesses and their securities in connection with merger
transactions and other types of acquisitions, negotiated underwritings, private
placements and valuations for corporate and other purposes. North Bay selected
Hoefer & Arnett to render the opinion on the basis of its experience and
expertise and its reputation in the banking and investment communities.
In rendering its opinion in connection with the offering, Hoefer &
Arnett relied upon information and materials provided by North Bay. In addition,
Hoefer & Arnett met with the directors and management of North Bay and reviewed
other data relating to the economics for the relevant area and conducted tests
of the market value of North Bay common stock. Hoefer & Arnett also reviewed
drafts of this prospectus, compared North Bay from a financial point of view
with other selected companies in the financial services industry, and considered
other information that it considered appropriate. Hoefer & Arnett has not
independently verified the information and documents provided by the directors
and management of North Bay.
Hoefer & Arnett was paid a fee in the amount of $4,000 in connection
with its advisory services to North Bay, including the preparation of its
opinion and report.
----------------------------------------------
MANAGEMENT OF SOLANO BANK (PROPOSED)
----------------------------------------------
The following three proposed directors have been added to the
management of Solano Bank:
Name Age
---- ---
Gary J. Falati 59
Calvin Lum, M.D. 59
Stephen C. Spencer 49
Share Ownership. Gary J. Falati, Calvin Lum, M.D., and Stephen C.
Spencer have each agreed to purchase at least 2,273 shares ($50,000) in the
offering.
<PAGE>
Gary J. Falati has been an agent with State Farm Insurance since 1983 and is a
life-long resident of Solano County. Mr. Falati earned a Bachelor of Science
degree in Business Education and Agriculture Business from California State
University, Chico and Administrative Credential Grades 1-12 from California
State University, Sacramento. He taught business education for five years and
subsequently served as Assistant Principal in the Fairfield/Suisun Unified
School District from 1979 to 1983. He has been actively involved in community
leadership serving as Mayor of Fairfield (1977 - 1993) and City Councilman,
Solano County LAFCO Commissioner, ABAG President (1992 - 1993) and ABAG
Executive Board Member 1979 to 1993 as well as Fairfield Suisun Chamber of
Commerce and North Bay Regional Center President 1997-1999. Mr. Falati currently
serves on the Fairfield/Suisun School Board.
Calvin Lum, M.D. is an anesthesiologist with NorthBay HealthCare/Fairfield
Medical Group. Dr. Lum earned a B.S. degree in Electrical Engineering from the
University of California, Berkeley in 1962 and Doctor of Medicine from the
University of Southern California in 1969.
Stephen C. Spencer is president of Premier Commercial, Inc., president and in
house legal counsel of Gateway Realty and President of Solano Property
Management. He earned a B.A. degree from Drake University and J.D. from Western
State University and was admitted to the California State Bar Association in
1979. Mr. Spencer has been a licensed real estate broker since 1977. He has
served as Past President of Northern Solano Association of Realtors,
Fairfield/Suisun Chamber of Commerce, Solano Affordable Housing Foundation and
Fairfield Kiwanis Club. Mr. Spencer has also served as past chair of various
real estate-related organizations. He taught Real Estate Property Management,
Ethics, Finance and Legal Aspects of Real Estate at Solano Community College.
Mr. Spencer is a member of Solano Commercial Brokers and currently serves as
Chair of BORPAC Trustee Committee, Chairman of the Board of Solano Economic
Development Corporation and Director of Solano Affordable Housing Corporation
and is a member of the Inter-Board of Arbitration Panel for California
Association of Realtors.
<PAGE>
TEXT OF STICKER
The prospectus has been supplemented by Supplement No. 1 dated April
__, 2000 enclosed with the prospectus.
The disclosures contained in the prospectus are qualified by the
additional disclosures contained in the supplement concerning the offering
price, the number of shares being offered, the maximum purchase price, the
offering expiration date, market information, determination of the revised
offering price, and the addition of new proposed directors of Solano Bank
(Proposed).
<PAGE>
PART II
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Napa, State of California,
on April 18, 2000.
NORTH BAY BANCORP
/s/ Terry L. Robinson
-------------------------------------------
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Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
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/s/ Terry L. Robinson , Director, April 18, 2000
- ------------------------------------------- Principal Executive Officer
Terry L. Robinson
/*/ David B. Gaw , Director
- -------------------------------------------
David B. Gaw
/*/ Conrad W. Hewitt , Director
- -------------------------------------------
Conrad W. Hewitt
/*/ Harlan R. Kurtz , Director
- -------------------------------------------
Harlan R. Kurtz
/*/ Richard S. Long , Director
- -------------------------------------------
Richard S. Long
/*/ Thomas H. Lowenstein , Director
- -------------------------------------------
Thomas H. Lowenstein
/*/ Thomas F. Malloy , Director
- -------------------------------------------
Thomas F. Malloy
/*/ James Tidgewell , Director
- -------------------------------------------
James Tidgewell
/s/ Lee-Almeida , Principal Financial Officer April 18, 2000
- -------------------------------------------
Lee-Ann Almeida
* /s/ Terry L. Robinson April 18, 2000
- -------------------------------------------
by Terry L. Robinson as Power of Attorney
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
2.1 Plan of Reorganization and Merger Agreement entered into as of July 30,
1999 by and among The Vintage Bank, Vintage Merger Co. and North Bay
Bancorp (1)
3.1 Articles of Incorporation of Registrant (2)
3.2 Bylaws as amended of Registrant (2)
5.1 Opinion re: legality
10.1 North Bay Bancorp Stock Option Plan (2)
10.2 Employment Agreement with Terry L. Robinson (2)
11. Statement re: computation of per share earnings (2)
21. Subsidiaries of Registrant are: The Vintage Bank, a California banking
corporation
23.1 Consent of Counsel is included with the opinion re: legality as Exhibit
5.1 to the Registration Statement
23.2 Consent of Arthur Andersen LLP as independent public accountants for
North Bay Bancorp and The Vintage Bank.
23.3 Consent of the Hoefer & Arnett Incorporated as financial advisor to
North Bay Bancorp
24. Power of Attorney (2)
27. Financial Data Schedule(2)
99.1 Opinion of Hoefer &Arnett Incorporated dated March 29, 2000 as
financial advisor to North Bay Bancorp
99.2 Revised Stock Subscription Application
99.3 Letter to previous subscribers
99.4 Letter transmitting Supplement No. 1
(1) Attached as Exhibit 7(c)(2) to North Bay Bancorp's Current Report on
Form 8-K filed with the Securities and Exchange Commission on November
29, 1999, and incorporated herein by reference.
(2) Attached as Exhibits 3.1, 3.2, 10.1, 10.2, 11, 24, and 27,
respectively, to Registration Statement No. 333-93365 filed with the
Securities and Exchange Commission and incorporated herein by
reference.
Exhibit 5.1
Opinion Re: Legality
<PAGE>
Lillick & Charles LLP
Attorneys at Law
Two Embarcadero Center
San Francisco, CA 94111-3996
(415) 984-8200
April 20, 2000
[email protected] 415.984.8365
North Bay Bancorp
1500 Soscol Avenue
Napa, California 94559
Ladies and Gentlemen:
With reference to the Registration Statement on Form SB-2 filed by North Bay
Bancorp ("North Bay") with the Securities and Exchange Commission in connection
with the registration under the Securities Act of 1933, as amended, of 27,273
additional shares of North Bay Common Stock, no par value, (the "Shares") to be
issued in connection with the public sale of the Shares by North Bay in
connection with the shares carried forward from Registration Statement No.
333-93365:
We are of the opinion that the Shares have been duly authorized and, when issued
in accordance with the Prospectus contained in the Registration Statement and
Registration Statement No. 333-93365, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement, and any amendments thereto, and the use of our name
under the caption "Legal Matters" in the Registration Statement, and any
amendments threat, and in the Prospectus included therein.
Very truly yours,
/s/ Lillick & Charles LLP
LILLICK & CHARLES LLP
Exhibit 23.2
Consent of Arthur Andersen LLP as independent public accountants for North
Bay Bancorp and The Vintage Bank.
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANT
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 23, 1999
related to the financial statements of The Vintage Bank included in the
Pre-Effective Amendment No. 1 to the Form SB-2 registration statement of North
Bay Bancorp and to all references to our Firm included in this registration
statement.
/s/ Arthur Andersen LLP
San Francisco, California
April 17, 2000
Exhibit 23.3
Consent of Hoefer & Arnett Incorporated as
Financial Advisor to North Bay Bancorp
<PAGE>
April 20, 2000
North Bay Bancorp
1500 Soscol Avenue
Napa, California 94559
We hereby consent to the inclusion of the Fairness Opinion of Hoefer &
Arnett Incorporated in the Form SB-2 Registration Statement of North Bay
Bancorp. We also consent to references made in such Registration Statement, and
the included prospectus, to Hoefer & Arnett Incorporated. In giving our consent,
we do not admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission thereunder, nor do we
admit that we are experts with respect to any part of such Registration
Statement within the meaning of the term "experts" as used in the Securities Act
of 1933, as amended, or the rules and regulations of the Securities Exchange
Commission thereunder.
Hoefer & Arnett Incorporated
/s/ Jean-Luc Servat
----------------------------
By: Jean-Luc Servat
Managing Director
Exhibit 99.1
Fairness Opinion of Hoefer & Arnett Incorporated dated March 29, 2000
<PAGE>
HOEFER & ARNETT
INCORPORATED
353 SACRAMENTO STREET
TENTH FLOOR
SAN FRANCISCO, CALIFORNIA 94111
(415) 362-7111
March 29, 2000
Members of the Board of Directors
North Bay Bancorp
1500 Soscol Avenue
Napa, California 94559-1314
Members of the Board:
You have requested our opinion as investment bankers as to the fairness, from a
financial point of view, to the holders of the outstanding shares of Common
Stock, no par value, of North Bay Bancorp ("NBAN") of the $22.00 subscription
price per share (the "Subscription Price"), in the proposed public offering (the
"Offering") of Common Stock of NBAN.
Hoefer & Arnett Incorporated, as part of its investment banking business, is
continually engaged in the valuation of businesses and their securities in
connection with mergers and acquisitions, negotiated underwritings, competitive
biddings, secondary distributions of listed and unlisted securities, private
placements and valuations for estate, corporate and other purposes. Hoefer &
Arnett Incorporated provides a full range of financial advisory and securities
services and, in the course of its normal trading activities, may from time to
time effect transactions and hold securities, of NBAN for its own account and
for the accounts of customers.
In connection with this opinion, we have reviewed, among other things, the
Preliminary Prospectus; the Annual Report to Shareholders of Vintage Bank
("VTGB") for the years ended December 31, 1997 and 1998; certain interim reports
to shareholders of NBAN and VTGB; certain other communications from NBAN and
VTGB to its shareholders; and certain internal financial analyses and forecasts
for NBAN and VTGB prepared by the management. We also have held discussions with
members of the senior management of NBAN regarding the strategic rationale for,
and the potential benefits of, the Offering and the past and current business
operations, regulatory relationships, financial condition and future prospects
of NBAN. In addition, we have reviewed the reported price and trading activity
for the shares of NBAN, compared certain financial and stock market information
for NBAN with similar information for certain other companies the securities of
which are publicly traded and performed such other studies and analyses as we
considered appropriate.
We have relied upon the accuracy and completeness of all of the financial and
other information reviewed by us and have assumed such accuracy and completeness
for purposes of rendering this opinion. In that regard, we have assumed, with
your consent, that the financial forecasts, including, without limitation, the
projections regarding under-performing and non-performing assets and net
charge-offs have been reasonably prepared on a basis reflecting the best
currently available judgments and estimates of NBAN and that such forecasts will
be realized in the amounts and at the times contemplated thereby. We are not
experts in the evaluation of loan and lease portfolios for purposes of assessing
the adequacy of the allowances for losses with respect thereto and have assumed,
with your consent, that such allowances for NBAN are in the aggregate adequate
to cover all such losses. In addition, we have not reviewed individual credit
files nor have we made an independent evaluation or appraisal of the assets and
liabilities of NBAN or any of its subsidiaries and we have not been furnished
with any such evaluation or appraisal. In addition, our opinion does not address
the relative merits of the Offering as compared to any alternative business
transaction that might be available to NBAN.
<PAGE>
Our advisory services and the opinion expressed herein are provided for the
information and assistance of the Board of Directors of NBAN in connection with
its consideration of the Offering and the Subscription Price.
Based upon and subject to the foregoing and based upon such other matters as we
consider relevant, it is our opinion that as of the date hereof the Subscription
Price is fair from a financial point of view to the holders of the outstanding
shares of Common Stock of North Bay Bancorp.
Very truly yours,
/s/
HOEFER & ARNETT INCORPORATED
Exhibit 99.2
REVISED STOCK SUBSCRIPTION APPLICATION
<PAGE>
REVISED SUBSCRIPTION APPLICATION AND AGREEMENT
NORTH BAY BANCORP.
1500 Soscol Avenue
Napa, California 94559
(707) 257-8585
Sir/Madam:
The undersigned, having read the Prospectus dated February 9, 2000 of
North Bay Bancorp, as supplemented, hereby subscribe(s) for the number of shares
of North Bay common stock, no par value, listed opposite each subscriber's name
at $22.00 per share. This Subscription Application constitutes an offer by the
subscriber(s) to purchase the number of shares specified. This offer cannot be
revoked prior to acceptance or rejection of the offer by North Bay.
APPLICATIONS FOR SUBSCRIPTIONS MUST BE RECEIVED BY THE VINTAGE BANK AS
THE SUBSCRIPTION AGENT FOR NORTH BAY WITH PAYMENT IN FULL BY 5:00 P.M., PACIFIC
TIME ON MAY 15, 2000 UNLESS EXTENDED BY NORTH BAY TO A TIME NOT LATER THAN 5:00
P.M., PACIFIC TIME ON JULY 31, 2000. NORTH BAY MAY TERMINATE THE OFFERING AT ANY
TIME, AND ACCEPTED SUBSCRIPTIONS ARE SUBJECT TO CANCELLATION IN THE EVENT THAT
NORTH BAY SHOULD ELECT TO CANCEL THE OFFERING IN ITS ENTIRETY.
Enclosed with this Subscription Agreement is a check payable to "The
Vintage Bank - North Bay Bancorp Subscription Account" as Subscription Agent,
for the amount of this subscription for ______________ shares of North Bay
common stock at $22.00 per share, in the total sum of $__________________. This
amount when received may be held in an account which is not insured by the FDIC.
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How Shares Are To Be Registered:
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Name and Address (Please Print) (Circle One)
_____________________________________________ Individual Individual Retirement Account
_____________________________________________ Custodian Trustee
_____________________________________________ Tenants in Common Joint Tenants
_____________________________________________ 401(k) Plan Other _________
Subscriptions should be mailed or delivered to:
The Vintage Bank
North Bay Bancorp Stock Subscription Account
1500 Soscol Avenue
Napa, California 94559
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IN WITNESS WHEREOF, I (we) have executed this Subscription Application
in triplicate and return it along with the full subscription price for all of
the of North Bay common stock to be purchased. I (We) understand that all
information submitted on this Subscription Application will be treated
confidentially by North Bay.
<PAGE>
Date: , 2000
------------------------
- -----------------------------------
Signature
- -----------------------------------
Name (Please print or type)
Business Address:
- -----------------------------------
Street
- -----------------------------------
City, State, and Zip
- -----------------------------------
Telephone
Residence Address:
- -----------------------------------
Street
- -----------------------------------
City, State, and Zip
- -----------------------------------
Telephone
- -----------------------------------
Social Security Number/Taxpayer
Identification Number (if applicable)
<PAGE>
Date: , 2000
------------------------
- -----------------------------------
Signature
- -----------------------------------
Name (Please print or type)
Business Address:
- -----------------------------------
Street
- -----------------------------------
City, State, and Zip
- -----------------------------------
Telephone
Residence Address:
- -----------------------------------
Street
- -----------------------------------
City, State, and Zip
- -----------------------------------
Telephone
- -----------------------------------
Social Security Number/Taxpayer
Identification Number (if applicable)
ORIGINAL: DELIVER TO SUBSCRIPTION AGENT
DUPLICATE: DELIVER TO SUBSCRIPTION AGENT (FOR NORTH BAY)
TRIPLICATE: SUBSCRIBER'S COPY
Exhibit No. 99.3
LETTER TO PREVIOUS SUBSCRIBERS
<PAGE>
[North Bay Bancorp Letterhead]
Dear Subscribers:
You have previously subscribed to the Company's public offering of
common stock pursuant to the Prospectus dated February 9, 2000. As you may have
previously heard, the terms of the offering have been amended to decrease the
offering price to $22.00 per share and increase the amount of shares offered to
227,273 so that the aggregate consideration of the offering remains at
$5,000,000.
Because of this change, you have the right to rescind your previous
subscription. If this is what you wish, please let us know and we will return
your subscription amount to you.
However, if you wish to continue to subscribe to the offering, enclosed
is Supplement No. 1 to the Prospectus and a Revised Subscription Agreement. You
should review the Supplement and execute the Revised Subscription Agreement.
Under the Revised Subscription Agreement, the number of shares previoulsy
subscribed for will be increased to take into account the lower $22.00 per share
price. If you wish to subscribe for additional shares at the $22.00 amount you
should include a check for the amount of the additional shares.
If you have any questions, please do not hesitate to call Terry
Robinson at (707) 258-3969 or Glen Terry at (707) 423- 2055.
Terry L. Robinson
President and Chief Executive Officer
North Bay Bancorp
Glen C. Terry
Proposed President
Solano Bank (Proposed)
Exhibit No. 99.4
LETTER TRANSMITTING SUPPLEMENT NO. 1
<PAGE>
[North Bay Bancorp Letterhead]
Dear Potential Subscribers:
You have previously been provided with the Company's Prospectus dated
February 9, 2000 in connection with the Company's public offering of common
stock. As you may have previously heard, the terms of the offering have been
amended to decrease the offering price to $22.00 per share and increase the
amount of shares offered to 227,273 so that the aggregate consideration of the
offering remains at $5,000,000.
Enclosed please find Supplement No. 1 to the Prospectus and a Revised
Subscription Agreement. If you wish to subscribe, you should review the
Supplement and execute the Revised Subscription Agreement rather than the
Subscription Agreement previously provided to you.
If you have any questions, please do not hesitate to call Terry
Robinson at (707) 258-3969 or Glen Terry at (707) 423- 2055.
Terry L. Robinson
President and Chief Executive Officer
North Bay Bancorp
Glen C. Terry
Proposed President
Solano Bank (Proposed)
