As filed with the Securities and Exchange Commission on October 21, 2011
Registration No. 333-167002
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)
| California | | 94-2751350 |
| (State of Incorporation) | | (I.R.S. Employer Identification No.) |
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.
| Large accelerated filer | o | | Accelerated filer | o |
| Non-accelerated filer | x | (Do not check if a smaller reporting company) | Smaller reporting company | o |
| CALCULATION OF REGISTRATION FEE |
Title of Securities to be Registered | Amount to be Registered | Proposed Maximum Offering Price per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee |
| Common Stock, no par value | 196,615 (1) | $ 9.48 (2) | $ 1,863,910 (2) | $ 213.23 |
(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 sale prices of the Registrant’s Common Stock on October 18, 2011, 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, 2010, as filed with the Commission on March 14, 2011.
(b) The Registrant’s Quarterly Report on Form 10-Q for quarter ended March 31, 2011, filed with the Commission on May 12, 2011.
(c) The Registrant’s Quarterly Report on Form 10-Q for quarter ended June 30, 2011, filed with the Commission on August 12, 2011.
(d) The Registrant’s Current Reports on Form 8-K, filed with the Commission on February 8, 2011, March 7, 2011, May 4, 2011, May 31, 2011 and August 2, 2011.
(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 December 31, 2010.
(f) The information with regard to the Registrant’s capital stock contained in a registration statement filed with the Commission pursuant to Section 12 of the Securities Exchange Act of 1934, including any subsequent amendment or report filed for the purpose of updating such information.
(g) The description of the Registrant’s Preferred Stock Purchase Rights, contained in the Registrant’s Registration Statement on Form 8-A/12G, filed with the Commission on September 30, 1999 under Section 12 of the Securities Exchange Act of 1934, as amended by the Registrant’s Amendment No. 1 to Form 8-A filed with the Commission on April 1, 2009.
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 October 20, 2011.
| | NORTH VALLEY BANCORP |
| | (Registrant) |
| | | |
| | By | /s/ Michael J. Cushman |
| | | Michael J. Cushman |
| | | President and Chief Executive Officer |
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.
| Signature | | Title | | Date |
| | | | | |
| /s/ Michael J. Cushman | | President and Chief Executive Officer | | October 20, 2011 |
| Michael J. Cushman | | (Principal Executive Officer), and Director | | |
| | | | | |
| /s/ Kevin R. Watson | | Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer) | | October 20, 2011 |
| Kevin R. Watson | | | |
| | | | | |
| /s/ J. M. Wells, Jr. | | | | |
| J. M. Wells, Jr. | | Director and Chairman of the Board | | October 20, 2011 |
| | | | | |
| /s/ Dante W. Ghidinelli | | | | |
| Dante W. Ghidinelli | | Director | | October 20, 2011 |
| | | | | |
| /s/ Kevin D. Hartwick | | | | |
| Kevin D. Hartwick | | Director | | October 20, 2011 |
| | | | | |
| /s/ Roger B. Kohlmeier | | | | |
| Roger B. Kohlmeier | | Director | | October 20, 2011 |
| | | | | |
| /s/ Timothy R. Magill | | | | |
| Timothy R. Magill | | Director | | October 20, 2011 |
| | | | | |
| /s/ Martin A. Mariani | | | | |
| Martin A. Mariani | | Director | | October 20, 2011 |
| | | | | |
| /s/ Dolores M. Vellutini | | | | |
| Dolores M. Vellutini | | Director | | October 20, 2011 |
INDEX TO EXHIBITS
Exhibit No. | | Exhibit Name | | Sequential Page No. |
| | | | | |
4.1 | | Amended and Restated Shareholder Protection Rights Agreement, dated as of March 26, 2009, between North Valley Bancorp and Mellon Investor Services LLC, as Rights Agent, including the Certificate of Determination, the forms of Rights Certificate and Election to Exercise, and the Summary of Rights to Purchase Preferred Shares attached thereto as Exhibits A, B and C, respectively (incorporated herein by reference to Registrant’s Amendment No. 1 to Registration Statement on Form 8-A/12G, filed with the Commission on April 1, 2009) | | |
| | | | | |
| 5.1 | | Opinion of Counsel | | 7 |
| | | | | |
| 23.1 | | Consent of Counsel (See Exhibit 5.1) | | |
| | | | | |
| 23.2 | | Consent of Independent Registered Public Accounting Firm | | 8 |
| | | | | |
| 24.1 | | Power of Attorney (see signature pages 6 and 7) | | |
| | | | | |
99.1 | | 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) | | |
