As filed with the Securities and Exchange Commission on March 1, 2016
Registration No. 333-204328
Registration No. 333-160071
Registration No. 333-147393
Registration No. 333-196280
Registration No. 333-195472
Registration No. 333-118394
Registration No. 333-61046
Registration No. 333-40561
Registration No. 333-200908
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-204328
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-160071
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-147393
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-196280
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-195472
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-118394
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-61046
Post Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-40561
POst-Effective Amendment No. 2 to Form S-4 REGISTRATION Statement No. 333-200908
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NewBridge Bancorp
(Exact Name of Registrant as Specified in its Charter)
| North Carolina | 56-1348147 |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
1501 Highwoods Boulevard, Suite 400
Greensboro, North Carolina 27410
(336) 369-0900
(Address, including zip code, and telephone number, including area code,
of Registrant’s principal executive offices)
NewBridge Bancorp 2015 Long-Term Stock Incentive Plan;
NewBridge Bank Employees 401(k) Plan;
FNB Financial Services Corporation Long-Term Stock Incentive Plan;
FNB Financial Services Corporation Omnibus Equity Compensation Plan;
CapStone Bank 2006 Incentive Stock Option Plan;
CapStone Bank 2006 Nonstatutory Stock Option Plan;
Patriot State Bank 2007 Incentive Stock Option Plan;
Patriot State Bank 2007 Nonstatutory Stock Option Plan;
LSB Bancshares, Inc. Comprehensive Equity Compensation Plan for Directors and Employees;
LSB BANCSHARES, INC. 1996 OMNIBUS STOCK INCENTIVE PLAN;
Premier Commercial Bank Director Stock Option Plan;
and
Premier Commercial Bank Employee Stock Option Plan
(Full titles of the Plans)
Scott M. Custer
Chief Executive Officer
3600 Glenwood Avenue, Suite 300
Raleigh, North Carolina 27612
(919) 659-9000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
With Copies To:
Sven G. Mickisch
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000
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.:
| o | Large accelerated filer | x | Accelerated filer |
| o | Non-accelerated filer (Do not check if a smaller reporting company) | o | Smaller reporting company |
EXPLANATORY NOTE
This Post-Effective Amendment relates to the following Registration Statements (collectively, the “Registration Statements”) of NewBridge Bancorp, a North Carolina corporation (“NewBridge”), on Form S-8 and Form S-4 filed with the Securities and Exchange Commission (the “SEC”):
| • | Registration Statement No. 333-204328, registering 1,000,00 shares of NewBridge's Class A Common Stock, no par value, under the NewBridge Bancorp 2015 Long-Term Stock Incentive Plan; |
| • | Registration Statement No.333-160071, registering 1,000,000 shares of NewBridge’s common stock, par value $5.00 per share, under the NewBridge Bank Employees 401(k) Plan; |
| • | Registration Statement No. 333-147393, registering 1,394,614shares of NewBridge’s common stock, par value $5.00 per share, under the FNB Financial Services Corporation Long-Term Stock Incentive Plan and the FNB Financial Services Corporation Omnibus Equity Compensation Plan; |
| • | Registration Statement No.333-196280, registering 33,678shares of NewBridge’s Class A Common Stock, no par value, under the CapStone Bank 2006 Incentive Stock Option Plan; |
| • | Registration Statement No.333-195472, registering 1,356,251 shares of NewBridge’s Class A Common Stock, no par value, under the CapStone Bank 2006 Incentive Stock Option Plan; the CapStone Bank 2006 Nonstatutory Stock Option Plan; the Patriot State Bank 2007 Incentive Stock Option Plan; and the Patriot State Bank 2007 Nonstatutory Stock Option Plan; |
| • | Registration Statement No.333-118394, registering 750,000 shares of NewBridge’s (as sucessor to LSB Bancshares, Inc.), common stock, par value $5.00 per share, under the LSB Bancshares, Inc. Comprehensive Equity Compensation Plan for Directors and Employees; |
| • | Registration Statement No. 333-61046, registering 750,000 shares of NewBridge’s (as sucessor to LSB Bancshares, Inc.), common stock, par value $5.00 per share, under the LSB Bancshares, Inc. Omnibus Stock Incentive Plan; |
| • | Registration Statement No. 333-40561, registering 250,000 shares of NewBridge’s (as sucessor to LSB Bancshares, Inc.), common stock, par value $5.00 per share, under the LSB Bancshares, Inc. Omnibus Stock Incentive Plan; and |
| • | Registration Statement No.333-200908, registering 446,074 shares of NewBridge’s Class A Common Stock, no par value, issuable upon consummation of the merger of Premier Commercial Bank with and into NewBridge, based upon the number of shares of Premium Commercial Bank common stock subject to outstanding stock options under the Premier Commercial Bank Director Stock Option Plan and the Premier Commercial Bank Employee Stock Option Plan. |
On March 1, 2016, pursuant to that certain Agreement and Plan of Merger, dated October 12, 2015 (the “Merger Agreement”) by and among Yadkin Financial Corporation, a North Carolina corporation (“Yadkin”), Navy Merger Sub Corp., a North Carolina corporation and a wholly-owned subsidiary of Yadkin, and NewBridge, NewBridge merged with and into Yadkin, with Yadkin being the surviving entity (the “Merger”). As a result of the Merger, NewBridge has terminated all offerings of its common stock pursuant to the Registration Statements. In accordance with an undertaking made by NewBridge (or any of its predecessors) in the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offerings subject to the Registration Statements, NewBridge removes from registration any and all securities of NewBridge that had been registered for issuance under the Registration Statements that remain unissued as of the effective time of the Merger.
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 No. 1 to Registration Statements on Form S-8 and Post-Effective Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Raleigh, State of North Carolina, on March 1, 2016.
| YADKIN FINANCIAL CORPORATION | ||
| By: | Yadkin Financial Corporation | |
| (successor to NewBridge Bancorp) | ||
| By: | /s/ Scott M. Custer | |
| Scott M. Custer | ||
| President and Chief Executive Officer | ||