As filed with the Securities and Exchange Commission on October 6, 2000.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NORTH VALLEY BANCORP
(Exact name of registrant as specified in its charter)
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California 6022 94-2751350
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
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880 East Cypress Avenue, Redding, California
96002, (530) 221-8400 (Address, including zip
code, and telephone number, including
area code, of registrant's principal executive offices)
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MICHAEL J. CUSHMAN
President and Chief Executive Officer
North Valley Bancorp
880 East Cypress Avenue
Redding, California 96002
(530) 221-8400
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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Copies to:
JOSEPH G. MASON, ESQ. JAMES M. ROCKETT, ESQ.
GLENN T. DODD, ESQ. VENRICE R. PALMER, ESQ.
RICK J. GEORGE, ESQ. KEITH D. UNGLES, ESQ.
Coudert Brothers McCutchen, Doyle, Brown & Enersen, LLP
303 Almaden Boulevard, 5th Floor Three Embarcadero Center
San Jose, California 95110-2721 San Francisco, California 94111
(408) 297-9982 (415) 393-2000
Approximate date of commencement of proposed sale of the securities to
the public: As soon as practicable after this Registration Statement becomes
effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, 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. [X] File No. 333-93597
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. [ ]
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus
contained herein is a combined prospectus that also relates to 1,644,238 shares
of common stock registered on Registration No. 333-93597 that have not yet been
sold.
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Each Class of Amount to Maximum Offering Maximum Aggregate Amount of
Securities to Be Registered Be Registered(1) Price Per Share Offering Price Registration Fee(2)
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Common Stock, no par value per share 550,413 shares $13.4375 $22,094,448 $6,142.26
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(1) This Registration Statement relates to securities of the Registrant
issuable to holders of common stock of Six Rivers National Bank, a
national banking association ("SRNB"), in the proposed merger of SRNB
with the Registrant. Represents the approximate number of shares of
common stock of the Registrant to be issued upon the consummation of
the merger, based upon the number of shares of SRNB common stock
outstanding on December 21, 1999 (including shares issuable upon the
exercise of options pursuant to SRNB's stock option plan), all as
provided in the Agreement and Plan of Reorganization and Merger dated
October 3, 1999, as amended, attached as Annex A to the joint proxy
statement/prospectus incorporated by reference herein.
(2) Pursuant to Rule 457(f) and (o), the registration fee for this
Registration Statement and for Registration Statement No. 333-93597 was
computed on the basis of $13.4375, the market value of the common stock
of SRNB to be exchanged in the merger, computed in accordance with Rule
457(c) on the basis of the average of the high and low price per share
of such stock as quoted on the Nasdaq National Market on December 21,
1999, and 1,644,238, the maximum number of shares of SRNB which may be
received by the Registrant and cancelled upon consummation of the plan
of reorganization and merger described herein.
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EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) of
the Securities Act of 1933, as amended (the "Securities Act"), to register an
additional 550,413 shares of Common Stock, comprising the same class of
securities covered by an earlier Registration Statement (File No. 333-93597)
filed by North Valley Bancorp for the same offering and declared effective by
the Securities and Exchange Commission on February 7, 2000. The earlier
Registration Statement covers 1,644,238 shares of Common Stock. Additional
shares are being registered at this time due to the effect of the conversion
ratio in the merger, under which the actual number of shares to be issued upon
closing of the merger may fluctuate due to daily changes in the market price of
the shares prior to the closing date. However, because the filing fee for the
earlier Registration Statement was calculated under Rule 457(f) and (o) based on
the maximum aggregate offering price, and the maximum aggregate offering price
has not changed, no additional filing fee is being paid for this Registration
Statement.
INCORPORATION BY REFERENCE
Unless otherwise inconsistent with this Registration Statement, the
information contained in Registration Statement No. 333-93597 is incorporated in
this Registration Statement by reference to such earlier Registration Statement.
PART II
Information Not Required in Prospectus
Item 21. Exhibits and Financial Statement Schedules.
(a) Exhibits:
An Exhibit Index has been attached as part of this Registration
Statement and is incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant has duly caused the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Redding,
State of California, on the 5th day of October, 2000.
NORTH VALLEY BANCORP
By /s/ MICHAEL J. CUSHMAN
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Michael J. Cushman
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ MICHAEL J. CUSHMAN President and Chief Executive October 5, 2000
------------------------------ Officer (Principal Executive
Michael J. Cushman Officer) and Director
/s/ SHARON L. BENSON Senior Vice President and Chief October 5, 2000
------------------------------ Financial Officer (Principal
Sharon L. Benson Financial Officer and Principal
Accounting Officer)
/s/ RUDY V. BALMA Chairman and Director October 5, 2000
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Rudy V. Balma
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/s/ WILLIAM W. COX Director October 5, 2000
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William W. Cox
Director October 5, 2000
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Royce L. Friesen
/s/ DAN W. GHIDINELLI Director October 5, 2000
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Dan W. Ghidinelli
Director October 5, 2000
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Thomas J. Ludden
/s/ DOUGLAS M. TREADWAY Director October 5, 2000
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Douglas M. Treadway
/s/ J.M. WELLS, JR. Director October 5, 2000
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J.M. Wells, Jr.
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EXHIBIT INDEX
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
5.1 Opinion of Coudert Brothers.
23.1 Consent of Deloitte & Touche LLP (NVBancorp).
23.2 Consent of Deloitte & Touche LLP (SRNB).
23.3 Consent of Coudert Brothers (included in Exhibit 5.1).
23.4 Consent of Hoefer & Arnett Incorporated.
23.5 Consent of Alex Sheshunoff & Co. Investment Banking.
23.6 Consent of McCutchen, Doyle, Brown & Enersen, LLP.
