As filed with the Securities and Exchange Commission on October 1, 2018.
Registration No. 333-55438
Registration No. 333-62404
Registration No. 333-91458
Registration No. 333-97903
Registration No. 333-134512
Registration No. 333-152639
Registration No. 333-162109
Registration No. 333-203616
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO:
FORM S-8 REGISTRATION STATEMENT NO. 333-55438
FORM S-8 REGISTRATION STATEMENT NO. 333-62404
FORM S-8 REGISTRATION STATEMENT NO. 333-91458
FORM S-8 REGISTRATION STATEMENT NO. 333-97903
FORM S-8 REGISTRATION STATEMENT NO. 333-134512
FORM S-8 REGISTRATION STATEMENT NO. 333-152639
FORM S-8 REGISTRATION STATEMENT NO. 333-162109
FORM S-8 REGISTRATION STATEMENT NO. 333-203616
UNDER
THE SECURITIES ACT OF 1933
CoBiz Financial Inc.
(Exact name of registrant as specified in its charter)
Colorado | | 84-0826324 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer Identification Number) |
1401 Lawrence St.
Suite 1200
Denver, Colorado 80202
(303) 312-3400
(Address of Principal Executive Offices) (Zip Code)
Incentive Stock Option Plan
1997 Incentive Stock Option Plan
1998 Stock Incentive Plan
2000 Employee Stock Purchase Plan
First Capital Bank of Arizona Amended and Restated 1995 Stock Option Plan
CoBiz Inc. Employees 401(k) Plan
CoBiz Inc. 2002 Equity Incentive Plan
CoBiz Inc. 2005 Equity Incentive Plan
CoBiz Financial Inc. 2005 Equity Incentive Plan
CoBiz Financial Inc. Employee Stock Purchase Plan
CoBiz Financial Inc. Amended and Restated 2005 Equity Incentive Plan
(Full title of the plan)
Steven Bangert
Chairman of the Board and Chief Executive Officer
CoBiz Financial Inc.
1401 Lawrence St.
Suite 1200
Denver, Colorado 80202
(303) 312-3400
(Name and address, including zip code, and telephone number, including area code, of agent for
service)
Copies to:
Jeffrey R. Kesselman, Esq.
Sherman & Howard L.L.C.
633 17th Street, Suite 3000
Denver, Colorado 80202
(303) 297-2900
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o | Accelerated filer x | Non-accelerated filer o | Smaller reporting company o |
| | | |
| | | Emerging growth company o |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o
DEREGISTRATION OF SHARES
On October 1, 2018, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 17, 2018, by and among CoBiz Financial Inc., a Colorado corporation (“CoBiz”), BOK Financial Corporation, an Oklahoma corporation (“BOK”), and BOKF Merger Corporation Number Sixteen (“Merger Sub”), an Oklahoma corporation and direct wholly-owned subsidiary of BOK, CoBiz merged with and into Merger Sub (the “Merger”), with Merger Sub as the surviving corporation in the Merger. These post-effective amendments (these “Post-Effective Amendments”), filed by CoBiz, deregisters the shares of CoBiz common stock, par value $0.01 per share (the “Common Stock”) issuable under the following plans, which were registered on the following Registration Statements on Form S-8 filed by CoBiz (each, a “Registration Statement” and collectively, the “Registration Statements”) with the Securities and Exchange Commission (the “Commission”), and that remain unsold as of the date of these Post-Effective Amendments:
· Registration Statement on Form S-8 (No. 333-55438), which was filed with the Commission on February 12, 2001, pertaining to the registration of 923,961 shares of Common Stock for issuance under the Incentive Stock Option Plan, the 1997 Incentive Stock Option Plan, the 1998 Stock Incentive Plan and the 2000 Employee Stock Purchase Plan;
· Registration Statement on Form S-8 (No. 333-62404), which was filed with the Commission on June 6, 2001, pertaining to the registration of 243,728 shares of Common Stock for issuance under the First Capital Bank of Arizona Amended and Restated 1995 Stock Option Plan;
· Registration Statement on Form S-8 (No. 333-91458), which was filed with the Commission on June 28, 2002, pertaining to the registration of 200,000 shares of Common Stock for issuance under the CoBiz Inc. Employees 401(k) Plan;
· Registration Statement on Form S-8 (No. 333-97903), which was filed with the Commission on August 9, 2002, pertaining to the registration of 650,000 shares of Common Stock for issuance under the CoBiz Inc. 2002 Equity Incentive Plan;
· Registration Statement on Form S-8 (No. 333-134512), which was filed with the Commission on May 26, 2006, pertaining to the registration of 1,250,000 shares of Common Stock for issuance under the CoBiz Inc. 2005 Equity Incentive Plan, as amended and restated by the CoBiz Financial Inc. Amended and Restated 2005 Equity Incentive Plan (as amended and restated, the “2005 Plan”);
· Registration Statement on Form S-8 (No. 333-152639), which was filed with the Commission on July 30, 2008, pertaining to the registration of 1,500,000 shares of Common Stock for issuance under the 2005 Plan;
· Registration Statement on Form S-8 (No. 333-162109), which was filed with the Commission on September 24, 2009, pertaining to the registration of 450,000 shares of Common Stock for issuance under the CoBiz Financial Inc. Employee Stock Purchase Plan (the “ESPP”);
· Registration Statement on Form S-8 (No. 333-203616), which was filed with the Commission on April 24, 2015, pertaining to the registration of 2,700,000 shares of Common Stock for issuance under the ESPP and the 2005 Plan.
As a result of the Merger, CoBiz has terminated all offerings of its Common Stock pursuant to its existing registration statements on file with the Commission, including each of the Registration Statements. In accordance with undertakings made by CoBiz in the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that remain unsold at the termination of the offering, CoBiz hereby removes from registration all securities registered under the Registration Statements that remain unsold as of the date of these Post-Effective Amendments.
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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-8 and has duly caused these Post-Effective Amendments to the above-referenced Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on October 1, 2018.
| COBIZ FINANCIAL INC. |
| | |
| | |
| By: | /s/ Lyne Andrich |
| Name: | Lyne Andrich |
| Title: | Chief Operating Officer and Chief Financial Officer |
In reliance on Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign these Post-Effective Amendments to the Registration Statements.
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