As filed with the Securities and Exchange Commission on November 1, 2017
RegistrationNo. 333-181826
RegistrationNo. 333-161703
RegistrationNo. 333-134702
RegistrationNo. 333-130886
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORMS-8
REGISTRATION STATEMENT NO.333-181826
REGISTRATION STATEMENT NO.333-161703
REGISTRATION STATEMENT NO.333-134702
REGISTRATION STATEMENT NO.333-130886
UNDER
THE SECURITIES ACT OF 1933
PACIFIC CONTINENTAL CORPORATION
(Exact name of registrant as specified in its charter)
| Oregon | 93-1269184 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 111 West 7th Avenue, Eugene, Oregon | 97401 | |
| (Address of Principal Executive Office) | (Zip Code) | |
Amended and Restated 2006 Stock Option and Equity Compensation Plan
Amended 2006 Stock Option and Equity Compensation Plan
2006 Stock Option and Equity Compensation Plan
NWB Financial Corporation Employee Stock Option Plan and NWB Financial Corporation Director Stock Option Plan
(Full Title of the Plans)
Hadley S. Robbins
President and Chief Executive Officer
1301 “A” Street
Tacoma, Washington 98402-4200 Tel. (253)305-1900
(Name, address, including zip code, and telephone number, including area code, of agent for service)
with a copy to:
Patrick S. Brown
Sullivan & Cromwell LLP
1888 Century Park East, Suite 2100
Los Angeles, California 90067
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, 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 Rule12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
| Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
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 . ☐
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the following Registration Statements on FormS-8 (collectively, the “Registration Statements”) of Pacific Continental Corporation (the “Company”):
| ☐ | FileNo. 333-181826, pertaining to the registration of 500,000 Common Shares, no par value per share, of the Company (the “Common Shares”), issuable under the Company’s Amended and Restated 2006 Stock Option and Equity Compensation Plan; |
| ☐ | File No.333-161703, pertaining to the registration of 500,000 Common Shares issuable pursuant to the Company’s Amended 2006 Stock Option and Equity Compensation Plan; |
| ☐ | FileNo. 333-134702, pertaining to the registration of 500,000 Common Shares issuable pursuant to the Company’s 2006 Stock Option and Equity Compensation Plan; |
| ☐ | FileNo. 333-130886, pertaining to the registration of 219,599 Common Shares issuable pursuant to the NWB Financial Corporation Employee Stock Option Plan and NWB Financial Corporation Director Stock Option Plan. |
On November 1, 2017, pursuant to the Agreement and Plan of Merger, dated as of January 9, 2017, by and between the Company, Columbia Banking System, Inc.(“Columbia”) and Coast Merger Sub, Inc., an Oregon corporation and a wholly owned subsidiary of Columbia (“Merger Sub”), Merger Sub merged with and into the Company (the “First Merger”), with the Company continuing as the surviving corporation (the “Surviving Corporation”). Immediately following the First Merger and as a part of a single integrated transaction, the Surviving Corporation merged with and into Columbia (the “Subsequent Merger”), with Columbia as the surviving entity and as the successor in interest to the Company following the Subsequent Merger.
As a result of the First Merger and the Subsequent Merger, the offerings pursuant to the Registration Statements have been terminated. In accordance with undertakings made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any securities of the Company which remain unsold at the termination of the offerings, the Company hereby files this Post-Effective Amendment No. 1 to remove from registration all of the Common Shares registered but unsold under the Registration Statements as of the date hereof, if any.
2
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 FormS-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statements on FormS-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tacoma, State of Washington, on November 1, 2017.
| COLUMBIA BANKING SYSTEM, INC.(as successor by merger to Pacific Continental Corporation) | ||
| By: | /s/ Kumi Y. Baruffi | |
| Name: | Kumi Y. Baruffi | |
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |
Note: No other person is required to sign this post-effective amendment to the Registration Statements on FormS-8 in reliance on Rule 478 of the Securities Act of 1933, as amended.
3
