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 1,394,614 shares
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 33,678
shares 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 |
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