Post-effective Amendment to an S-8 Filing (s-8 Pos)
2018年8月4日 - 6:08AM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on August 3, 2018
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Registration Statement No. 333-210269
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Registration Statement No. 333-152578
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Registration Statement No. 333-106363
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Registration Statement No. 333-98293
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Registration Statement No. 333-91596
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-8
Registration
Statement No. 333-210269
Registration
Statement No. 333-152578
Registration
Statement No. 333-106363
Registration
Statement No. 333-98293
Registration
Statement No. 333-91596
UNDER THE
SECURITIES ACT OF 1933
FNB BANCORP
(Exact name of
registrant as specified in its charter)
California
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|
91-2115369
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
Number)
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975
El Camino Real, South San Francisco, California
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90480
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(Address
of Principal Executive Offices)
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(Zip
Code)
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FNB Bancorp
2008 Stock Option Plan
FNB Bancorp 2002 Stock Option Plan
FNB Bancorp Stock Option Plan
(Full title of
the plans)
TriCo Bancshares
c/o Thomas
J. Reddish
Executive
Vice President and Chief Financial Officer
63 Constitution
Drive
Chico, California
95973
(530) 898-0300
(Telephone number, including area code, of agent for service)
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
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o
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Accelerated filer
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x
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|
|
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Non-accelerated
filer
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o
(Do not
check if a smaller reporting company)
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Smaller reporting company
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o
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DEREGISTRATION
OF SECURITIES
This Post-Effective
Amendment relates to the following Registration Statements on Form S-8 (collectively, the “
Registration Statements
”)
of FNB Bancorp (the “
Registrant
”):
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·
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File No. 333-210269,
pertaining to the registration of 350,000 shares of Common Stock, no par value per share, of the Registrant (the “
Common
Stock
”), issuable under the FNB Bancorp 2008 Stock Option Plan;
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·
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File No. 333-152578,
pertaining to the registration of 380,000 shares of Common Stock issuable pursuant to the FNB Bancorp 2008 Stock Option Plan;
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·
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File No. 333-106363, pertaining
to the registration of 33,457 shares of Common Stock issuable pursuant to the FNB Bancorp 2002 Stock Option Plan;
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·
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File No. 333-98293, pertaining
to the registration of 158,613 shares of Common Stock issuable pursuant to the FNB Bancorp 2002 Stock Option Plan
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·
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File No. 333-91596,
pertaining to the registration of 96,620 shares of Common Stock issuable pursuant to the FNB Bancorp Stock Option Plan;
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On December
11, 2017, the Registrant entered into an Agreement and Plan of Merger and Reorganization (the “
Merger Agreement
”)
with TriCo Bancshares, a California corporation (“
TriCo
”). On July 6, 2018, pursuant to the Merger Agreement
the Registrant merged with and into TriCo (the “
Merger
”), with TriCo continuing as the surviving corporation
and as the successor in interest to the Registrant following the Merger.
In connection
with the consummation of the Merger, the offerings pursuant to the Registration Statements have been terminated. In accordance
with undertakings made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective
amendment, any of the securities which remain unsold at the termination of the offering, TriCo, as successor to the Registrant,
hereby removes from registration the securities of the Registrant registered but unsold under the Registration Statements.
SIGNATURES
Pursuant to
the requirements of the Securities Act of 1933, as amended, 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 be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Chico, State of California, on the 3
rd
day of August, 2018.
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TriCo Bancshares, as successor
to FNB Bancorp
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By
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/s/
Thomas J. Reddish
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Name:
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Thomas J. Reddish
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Title:
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Executive Vice President and Chief Financial
Officer
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Note: No other
person is required to sign this Post-Effective Amendment to the Registration Statement in reliance upon Rule 478 under the Securities
Act of 1933, as amended.
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