Securities Registration: Employee Benefit Plan (s-8)
19 Giugno 2014 - 7:12PM
Edgar (US Regulatory)
As filed with
the Securities and Exchange Commission on June 19, 2014
Registration No.
333-______
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES
ACT OF 1933
NORTH VALLEY
BANCORP
(Exact name
of registrant as specified in its charter)
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California
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94-2751350
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(State
of Incorporation)
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(I.R.S.
Employer Identification No.)
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300 Park Marina
Circle, Redding, California 96001
(Address of
principal executive office)
North Valley
Bancorp 2008 Stock Incentive Plan
(Full title
of the plan)
Michael J.
Cushman, President and Chief Executive Officer
North Valley
Bancorp
300 Park Marina
Circle, Redding, California 96001
(Name and
address of agent for service)
(530) 226-2900
(Telephone
number, including area code, of agent for service of process)
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.
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Large
accelerated filer
o
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Accelerated
filer
x
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Non-accelerated
filer
o
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(Do not check if
a smaller reporting company)
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Smaller
reporting company
o
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CALCULATION OF REGISTRATION FEE
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Proposed
Maximum
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Proposed
Maximum
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Title of Securities
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Amount
to
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Offering
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Aggregate
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Amount
of
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to
be Registered
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be
Registered
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Price
per Share
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Offering
Price
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Registration
Fee
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Common
Stock, no par value
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31,745
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(1)
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$
21.25
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(2)
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$789,331
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(2)
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$
101.67
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(1)
Issuable
upon exercise of options or shares granted or to be granted under the North Valley Bancorp 2008 Stock Incentive Plan. In addition,
pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate number of additional
shares of common stock that may be issuable as a result of stock splits, stock dividends or similar transactions pursuant to anti-dilution
and adjustment provisions of the North Valley Bancorp 2008 Stock Incentive Plan.
(2) Estimated
pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, solely for the purpose of calculating the registration fee,
based upon the average of the high and low sales price of the Registrant’s Common Stock on June 17, 2014, as reported
on The Nasdaq Global Select Market.
This Registration
Statement, including exhibits, consists of 8 sequentially numbered pages. The Index to Exhibits is located at page 6.
INFORMATION
REQUIRED PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8
This Registration
Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which
a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective.
The Registrant’s
Form S-8 Registration Statement filed with the Securities and Exchange Commission on July 24, 2008, File No. 333-152511, is hereby
incorporated by reference.
Item 3. Incorporation of Documents
by Reference.
The following
documents are incorporated by reference:
(a) The
Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013, as filed with the Commission on March 12,
2014.
(b) The
Registrant’s Annual Report on Form 10-K/A for the year ended December 31, 2013, as filed with the Commission on April 18,
2014.
(c) The
Registrant’s Quarterly Report on Form 10-Q for quarter ended March 31, 2014, filed with the Commission on May 12, 2014.
(d) The
Registrant’s Current Reports on Form 8-K, filed with the Commission on January 22, 2014, January 30, 2014, April 28,
2014, and May 1, 2014.
(e) All
other reports filed by the Registrant under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) since January 1, 2014.
All
documents later filed by the Registrant under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and before the Registrant
files a post-effective amendment which indicates that all securities have been sold, or which deregisters all securities that
have not been sold, will be incorporated by reference and will be a part of this filing from the date such document was filed.
Item 8.
Exhibits
See
the Index to Exhibits, which is incorporated in this item by reference.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, 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 Redding, State of California, on June 19, 2014.
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NORTH
VALLEY BANCORP
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(Registrant)
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By
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/s/ Michael J.
Cushman
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Michael J. Cushman
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President and Chief
Executive Officer
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POWER OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael J. Cushman, Kevin R.
Watson and Leo J. Graham, and each or any one of them, his true and lawful attorney-in-fact and agent, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform 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, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
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 dates indicated.
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Signature
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Title
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Date
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/s/ Michael J. Cushman
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President and Chief Executive Officer
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June
19, 2014
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Michael J. Cushman
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(Principal Executive Officer), and
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Director
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/s/ Kevin R. Watson
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Executive Vice President and Chief
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June 19, 2014
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Kevin R. Watson
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Financial Officer (Principal Financial
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Officer and Principal Accounting
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Officer)
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/s/ J.M. Wells, Jr.
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Director and Chairman
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June 19, 2014
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J. M. Wells, Jr.
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of the Board
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/s/ Dante W. Ghidinelli
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Director
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June 19, 2014
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Dante W. Ghidinelli
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/s/ Kevin D. Hartwick
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Director
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June 19, 2014
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Kevin D. Hartwick
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/s/ Patrick W. Kilkenny
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Director
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June 19, 2014
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Patrick W. Kilkenny
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/s/ Roger B. Kohlmeier
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Director
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June 19, 2014
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Roger B. Kohlmeier
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/s/ Timothy R. Magill
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Director
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June 19, 2014
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Timothy R. Magill
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/s/ Martin A. Mariani
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Director
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June 19, 2014
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Martin A. Mariani
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/s/ Dolores M. Vellutini
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Director
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June 19, 2014
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Dolores M. Vellutini
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INDEX TO EXHIBITS
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Exhibit
No.
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Exhibit
Name
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Sequential
Page
No.
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4.1
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Amendment One to the North Valley Bancorp Amended and Restated Shareholder Protection Rights Agreement dated January 21, 2014 (incorporated herein by reference to Registrant's Current Report on Form 8-K, filed with the Commission on January 22, 2014)
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5.1
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Opinion
of Counsel
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7
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23.1
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Consent
of Counsel (See Exhibit 5.1)
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23.2
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Consent
of Independent Registered Public Accounting Firm
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8
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24.1
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Power
of Attorney (see signature pages 6 and 7)
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99.1
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North
Valley Bancorp 2008 Stock Incentive Plan (incorporated by reference from the Registrant’s Definitive Proxy Statement
for its 2008 Annual Meeting of Shareholders, filed with the Commission on April 22, 2008)
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Grafico Azioni North Valley Banco (MM) (NASDAQ:NOVB)
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