Registration No. 333-23923
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1 to
Form S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Comstock Bancorp
(Exact name of Registrant as Specified in its Charter)
Nevada 6035 86-0856406
(State or Other Juris- (Primary Standard (I.R.S. Employer
diction of Incorporation Industrial Classifi- Identification No.)
or Organization) cation Code Number)
c/o Comstock Bank
6275 Neil Road
Reno, Nevada 89511
(702) 824-7100
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
ROBERT N. BARONE
Chairman and Chief Executive Officer
c/o Comstock Bank
6275 Neil Road
Reno, Nevada 89511
(702) 824-7100
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
with a copy to:
MICHAEL J. MEANEY
Benesch, Friedlander, Coplan & Aronoff LLP
2300 BP America Building
200 Public Square
Cleveland, Ohio 44114-2378
Approximate date of commencement of proposed sale of the
securities to the public: As soon as practicable after the
effective date of this Registration Statement.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [X]
CALCULATION OF REGISTRATION FEE
===============================================================================================
Title of each Class Amount to be Proposed Maximum Proposed Maximum Amount of
of Securities to Registered (1) Offering Price Aggregate Offering Registration
be Registered Per Share (2) Price (2) Fee (3)
===============================================================================================
Common Stock, 4,471,068 $5.8125 $25,988,083 $7,875(4)
$.01 par value
===============================================================================================
(1) Based upon 4,471,068 shares of common stock, par value $.01 per share,
of Comstock Bancorp to be issued in exchange for 2,235,534 shares of
common stock, par value $.50 per share, of Comstock Bank as described
in the Proxy Statement--Prospectus. The number of shares of Comstock
Bancorp common stock being registered is based on the sum of 2,132,134
shares of Comstock Bank common stock outstanding on April 11, 1997 and
103,400 warrants outstanding which are expected to be exercised prior
to the effective date of the share exchange, multiplied by two to
adjust for the two-for-one exchange ratio set forth in Proposal (3) to
the Proxy Statement--Prospectus.
(2) The proposed maximum offering price per share reflects the market price
of the common stock of Comstock Bank to be converted and exchanged in
connection with the reorganization described in the Proxy
Statement--Prospectus, computed in accordance with Rule 457(f)(1) under
the Securities Act of 1933, as amended. It is based on the average of
the high and low sales prices of the Bank's common stock on April 7,
1997, as reported on The Nasdaq Small Cap Stock Market, divided by two
to adjust for the two-for-one exchange ratio. The proposed maximum
aggregate offering price is estimated solely for the purpose of
calculating the registration fee.
(3) Calculated based on 1/33 of one percent of the proposed maximum
aggregate offering price.
(4) A registration fee of $8,526 has previously been paid in connection
with this transaction.
COMSTOCK BANK/COMSTOCK BANCORP
SUPPLEMENT TO PROXY STATEMENT/PROSPECTUS
The accompanying Proxy Statement/Prospectus dated April 24, 1997 of
Comstock Bank/Comstock Bancorp is hereby supplemented and amended as set forth
in this Supplement. Capitalized terms used in this Supplement have the meanings
given them in the Proxy Statement/Prospectus.
1. Page 3: The second sentence of the first paragraph is amended
to read as follows:
Such reports and other information may be inspected at the
headquarters of Comstock Bank, 6275 Neil Road, Reno, NV
89511, contact Heidi Warde (702) 828-6477 or at the public
reference facilities maintained by the FDIC at 550 17th
Street, N.W., Washington, DC 20429 (202) 898-8903.
2. Page 9: Section entitled "Reasons for the Reorganization" and
Page 37: Section entitled DESCRIPTION OF THE REORGANIZATION,
Reasons for the Reorganization, add the sentence:
Bancorp has no plans, at this time, to repurchase its own
securities.
3. Page 18: Footnote (6) is amended to read as follows:
(6) Consists of (i) 12,871 shares held by Mr. Dyer; and (ii)
15,116 shares subject to currently exercisable options.
4. Page 20: In the Table providing Information with Respect to
Nominees, in the column entitled "Business Experience During
Page 5 Years", the name of Mr. Allison's firm is Edward
Allison, Inc. The name of Mr. McMullen's firm is The McMullen
Strategic Group.
5. Page 23: A note is added to the SUMMARY COMPENSATION TABLE as
follows:
Note: All Other Compensation of $25,000 to each of Robert
Barone and Larry Platz, granted on October 23, 1993, was
compensation for each executive giving up previously granted
rights requiring the Bank to grant future compensation equal
to the taxes on exercised options. Mr. Barone and Mr. Platz
elected to receive the compensation in different years.
6. Page 40: Add the following sentence to the second paragraph
of the section entitled DESCRIPTION OF BANCORP CAPITAL STOCK,
General, just above the section entitled Bancorp Common
Stock:
The issuance of additional shares could result in dilution to
current shareholders.
7. Page 51: The last sentence of the first paragraph of the
section entitled DIVIDEND POLICY is amended to read as
follows:
After consummation of the Reorganization, Comstock expects to
make distributions to Bancorp to enable Bancorp to pay
operating expenses; Comstock may make additional
distributions to Bancorp for other purposes but has no
present plans to do so.
The date of this Supplement is April 30, 1997.
- ------------------------------------------------------------------------------
The Proxy Statement/Prospectus dated April 24, 1997, which is Part I of
the Registration Statement on Form S-4, is hereby incorporated by reference into
this Post-Effective Amendment No. 1.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
None of the Items of Part II are amended by this Post-Effective Amendment No. 1.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Registration Statement, or amendment
thereto, to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Reno, State of Nevada, on April 30, 1997.
Comstock Bancorp
By: /s/ Robert N. Barone
--------------------
Robert N. Barone
Chairman of the Board of Directors,
Chief Executive Officer and Treasurer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended,
and any rules and regulations promulgated thereunder, the Registration Statement
or amendment thereto, has been signed by the folloiwng persons in the capacities
and on the dates indicated.
Name Title Date
---- ----- ----
/s/ Robert N. Barone Chairman of the Board of Directors, April 30, 1997
- -------------------- Chief Executive Officer and Treasurer
Robert N. Barone
/s/ Larry Platz Director, President and Secretary April 30, 1997
- --------------------
Larry Platz
* Director April 30, 1997
- --------------------
Edward Allison
* Director April 30, 1997
- --------------------
Stephen Benna
* Director April 30, 1997
- --------------------
John Coombs
* Director April 30, 1997
- --------------------
Michael Dyer
* Director April 30, 1997
- --------------------
Mervyn Matorian
* Director April 30, 1997
- --------------------
Samuel McMullen
*By: /s/ Robert N. Barone
--------------------
Robert N. Barone, Attorney-in-Fact