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Filed Pursuant to Rule 424(c)
with respect to Registration Statements No. 333-93365 and 333-35848
NORTH BAY BANCORP
Supplement No. 1 dated May 3, 2000 to
Prospectus dated February 9, 2000
The Prospectus is hereby supplemented as follows:
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THE OFFERING
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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.
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MARKET INFORMATION
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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.
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DETERMINATION OF REVISED SUBSCRIPTION PRICE
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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 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.
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MANAGEMENT OF SOLANO BANK (In Organization)
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The following three proposed directors have been added to the
management of Solano Bank:
Name Age
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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.
Background and Business Experience
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.
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APPROVAL OF SOLANO BANK BY THE CALIFORNIA COMMISSIONER OF FINANCIAL
INSTITUTIONS
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The California Commissioner of Financial Institution approved the Application
for approval to organize Solano Bank on May 3, 2000, after completing an
investigation to ascertain the matters required by law, including that (a) the
proposed Bank would promote the public convenience and advantage; (b) the
proposed capital structure is adequate; and (c) the conditions in Solano County,
along with the experience, ability and standing of the proposed directors and
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officers, afford a reasonable promise of successful operations. This
determination by the Commissioner does not constitute a representation or
guarantee by him that Solano Bank will be successful. Final licensing of Solano
Bank to commence operations is dependent upon compliance with certain conditions
and procedures under California law, including completion of this offering and
Solano Bank obtaining Federal Deposit Insurance and becoming a member of the
Federal Reserve System. From May 3, 2000 until final licensing, the new bank
will now be referred to as Solano Bank (In Organization) instead of Solano Bank
(Proposed).
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The prospectus has been supplemented by Supplement No. 1 dated May 3,
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).
The prospectus has been supplemented by Supplement No. 1 dated May 3,
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).
The prospectus has been supplemented by Supplement No. 1 dated May 3,
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).
The prospectus has been supplemented by Supplement No. 1 dated May 3,
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).
The prospectus has been supplemented by Supplement No. 1 dated May 3,
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).
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