SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NORTH BAY BANCORP
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(Exact name of registrant as specified in its charter)
California 68-0434802
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(State of incorporation or organization) (IRS Employer Identification No.)
1500 Soscol Avenue, Napa, California 94559-1314
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(Address of principal executive offices) (zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange
to be so registered each class is to be registered
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
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(Title of Class)
Item 1. Description of Securities to be Registered
On October 28, 2002, the Board of Directors of North Bay Bancorp
(the "Company") declared a dividend of one share purchase right (a "Right") for
each outstanding share of common stock, no par value of the Company (the "Common
Shares"). The dividend is payable on December 6, 2002 to shareholders of record
as of November 15, 2002 (the "Record Date"). Each Right entitles the registered
holder to purchase from the Company one one-hundredth of a share (a "Unit") of
Series A Preferred Stock (the "Preferred Stock") of the Company, at a price of
$90.00 per Unit (the "Purchase Price"), subject to adjustment. The description
and terms of the Rights are set forth in a Rights Agreement (the "Rights
Agreement") between the Company and Registrar and Transfer Company, as Rights
Agent (the "Rights Agent").
Until the earliest to occur of (a) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired, or obtained the right to acquire, beneficial
ownership or record ownership of 10% or more of the outstanding Common Shares;
(b) 10 days following the commencement of, or announcement of an intention to
make, a tender offer or exchange offer the consummation of which would result in
the beneficial ownership or record ownership by a person or group of 10% or more
of such outstanding Common Shares; or (c) the date a person or group of
affiliated or associated persons is or becomes the beneficial or record owner of
10% or more of the outstanding Common Shares and (i) the actions such person
proposes to take are likely to have a material adverse impact on the business or
prospects of the Company; (ii) such person intends to cause the Company to
repurchase the Common Shares owned by such person; (iii) such person exercises
or attempts to exercise a controlling influence over the Company; or (iv) such
person transfers all or a portion of such Common Shares in a manner that results
in a person owning 9.9% or more of the Common Shares (an "Adverse Person") (the
earliest of such dates being called the "Distribution Date"), the Rights will be
evidenced, with respect to any of the Common Share certificates outstanding as
of the Record Date, by such Common Share certificate with a copy of a Summary of
Rights attached the certificate.
As of the date of adoption of the Rights Agreement, no Acquiring
Person or Adverse Person exists for purposes of the Rights Agreement.
The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Common Shares. Until the
Distribution Date (or earlier redemption or expiration of the Rights), new
Common Share certificates issued after the Record Date, upon transfer or new
issuance of Common Shares will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any certificates for
Common Shares, outstanding as of the Record Date, even without such notation or
a copy of this Summary of Rights being attached thereto, will also constitute
the transfer of the Rights associated with the Common Shares represented by such
certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights.
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The Rights are not exercisable until the Distribution Date. The
Rights will expire on October 28, 2012 (the "Final Expiration Date"), unless the
Final Expiration Date is extended or unless the Rights are earlier redeemed by
the Company, in each case, as described below.
The Purchase Price payable, and the number of Units of Preferred
Stock or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of
certain rights or warrants to subscribe for or purchase Preferred Stock at a
price, or securities convertible into Preferred Stock with a conversion price,
less than the then current market price of the Preferred Stock or (iii) upon the
distribution to holders of the Preferred Stock of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preferred Stock) or of subscription
rights or warrants (other than those referred to above).
In the event that the Company is acquired in a merger or other
business combination transaction or 50% or more of its consolidated assets or
earning power are sold, each holder of a Right will thereafter have the right to
receive, upon the exercise thereof at the then current exercise price of the
Right, that number of shares of common stock of the acquiring company which at
the time of such transaction will have a market value of two times the exercise
price of the Right. In the event that any Person becomes an Acquiring Person or
an Adverse Person, each holder of a Right, other than Rights beneficially owned
by the Acquiring Person or Adverse Person (which will thereafter be void), will
thereafter have the right to receive upon exercise that number of Units of
Preferred Stock having a market value of two times the exercise price of the
Right.
At any time after the date an Acquiring Person obtains 10% or more
of the Company's Common Shares and prior to the acquisition by the Acquiring
Person of 50% of the outstanding Common Shares, the Company's Board of Directors
may exchange the Rights (other than Rights owned by the Acquiring Person or its
affiliates), in whole or in part, for Common Shares at an exchange ratio of one
Common Share per Right (subject to adjustment for stock splits, stock dividends
and or similar transactions which occur after the date of the Rights Agreement).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Units of Preferred Stock (other than
fractions that are integral multiples of one one-hundredths) will be issued and
in lieu thereof, an adjustment in cash will be made based on the market price of
the Preferred Stock on the last trading day prior to the date of exercise.
At any time prior to the date a Person becomes an Acquiring Person
or an Adverse Person, the Board of Directors of the Company may redeem the
Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption
Price"). Immediately upon any redemption of the Rights, the right to exercise
the Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.
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The terms of the Rights may be amended by the Board of Directors of
the Company without the consent of the holders of the Rights, including an
amendment to extend the Final Expiration Date and, provided there is no
Acquiring Person or Adverse Person, to extend the period during which the Rights
may be redeemed, except that from and after such time as any person becomes an
Acquiring Person or an Adverse Person no amendment may adversely affect the
interests of the holders of the Rights.
Until a Right is exercised, the holder of the Right, as such will
have no rights as a shareholder of the Company, including, without limitation,
the right to vote or to receive dividends.
Item 2. Exhibits
Exhibit No. Description
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4.1 Rights Agreement, dated as of October 28, 2002, between the
Company and Registrar and Transfer Company, as Rights Agent.
4.2 Certificate of Determination for the Series A Preferred Stock
(attached as Exhibit A to Rights Agreement).
4.3 Right Certificate (attached as Exhibit B to Rights Agreement).
Pursuant to the Rights Agreement, printed Right Certificates
will not be mailed until the Distribution Date as defined
therein.
4.4 Summary of Rights to Purchase Preferred Shares (attached as
Exhibit C to Rights Agreement).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
NORTH BAY BANCORP
Date: October 28, 2002 By: /s/ Terry L. Robinson
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Terry L. Robinson
President, and Chief
Executive Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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4.1 Rights Agreement, dated as of October 28, 2002, between the
Company and Registrar and Transfer Company, as Rights Agent.
4.2 Certificate of Determination for the Series A Junior
Participating Preferred Stock (attached as Exhibit A to Rights
Agreement).
4.3 Right Certificate (attached as Exhibit B to Rights Agreement).
Pursuant to the Rights Agreement, printed Right Certificates
will not be mailed until the Distribution Date as defined
therein.
4.4 Summary of Rights to Purchase Preferred Shares (attached as
Exhibit C to Rights Agreement).
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