As filed with the Securities and Exchange Commission on October 1, 2021
Registration No. 333-143321
Registration No. 333-233024
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Post-Effective Amendment No. 2 to Registration Statement No. 333-143321
Post-Effective Amendment No. 1 to Registration Statement No. 333-233024
UNDER THE SECURITIES ACT OF 1933
BANK OF COMMERCE HOLDINGS
(Exact name of registrant as specified in its charter)
California | 94-2823865 |
(State of incorporation) | (IRS Employer Identification No.) |
555 Capitol Mall, Suite 1255 | |
Sacramento, California | 95814 |
(Address of principal executive offices) | (Zip Code) |
BANK OF COMMERCE HOLDINGS AMENDED AND RESTATED 2010 EQUITY INCENTIVE PLAN and
BANK OF COMMERCE HOLDINGS 2019 EQUITY INCENTIVE PLAN
(Full title of the plan)
Randall S. Eslick
President and Chief Executive Officer
Bank of Commerce Holdings
555 Capitol Mall, Suite 1255
Sacramento, California 95814
Telephone (800) 421-2575
(Name, address, and telephone number of agent for service)
Copies to:
Mary Ann Frantz
Miller Nash LLP
111 SW Fifth Avenue, Suite 3400
Portland, Oregon 97204
Telephone (503) 224-5858
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.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |
Non-accelerated filer | ☒ | 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 (this “Post-Effective Amendment”) relates to the following Registration Statements on Form S-8 (each, a “Registration Statement,” and collectively, the “Registration Statements”) of Bank of Commerce Holdings (the “Registrant”), previously filed with the U.S. Securities and Exchange Commission (the “Commission”):
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This Post-Effective Amendment is being filed in connection with the closing on September 30, 2021, of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of June 23, 2021 (the “Merger Agreement”), by and between Columbia Banking System, Inc., a Washington corporation (“Columbia”), and the Registrant. On September 30, 2021, pursuant to the Merger Agreement, the Registrant merged with and into Columbia, with Columbia as the surviving corporation in the Merger.
In connection with the Merger, the Registrant is terminating the Registration Statements and all offerings of securities pursuant to the Registration Statements, and deregistering the remaining shares of Common Stock registered but unsold or not yet issued under the Registration Statements, if any, in accordance with an undertaking made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, such shares of Common Stock. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such shares of Common Stock.
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 Post-Effective Amendment to each of the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sacramento, State of California, on October 1, 2021. No other person is required to sign this Post-Effective Amendment to the Registration Statements in reliance upon Rule 478 under the Securities Act of 1933, as amended.
| BANK OF COMMERCE HOLDINGS |
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| By: | /s/ Randall S. Eslick |
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| Randall S. Eslick |
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| President and Chief Executive Officer |
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