-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Gbe37yG0+baIX7tR9bPEDrqGzugpM8QqRCaN2hdcK09twhmzyCE0IHFXUAiJQmdx tGmf8XJCATDrHKu7rEHlPw== 0000950005-00-000577.txt : 20000501 0000950005-00-000577.hdr.sgml : 20000501 ACCESSION NUMBER: 0000950005-00-000577 CONFORMED SUBMISSION TYPE: SB-2 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20000428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTH BAY BANCORP/CA CENTRAL INDEX KEY: 0001102595 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 680434802 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SB-2 SEC ACT: SEC FILE NUMBER: 333-35848 FILM NUMBER: 612924 BUSINESS ADDRESS: STREET 1: 1500 SOSCOL AVE CITY: NAPA STATE: CA ZIP: 94559 BUSINESS PHONE: 7072578500 MAIL ADDRESS: STREET 1: 1500 SOSCOL AVE CITY: NAPA STATE: CA ZIP: 94559 SB-2 1 SB-2
File No. 333- As Filed with the Securities and Exchange Commission on April 28, 2000 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2 Registration Statement Under the Securities Act of 1933 NORTH BAY BANCORP (Name of small business issuer in its charter) California 6021 68-0434802 ---------------------------- ---------------------------- ----------------------------- (State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer of Incorporation or Organization) Classification Code Number) Identification No.) 1500 SOSCOL AVENUE, NAPA CALIFORNIA 94559 (707) 257-8585 --------------------------------------------------------- (Address and telephone number of principal executive offices) 500 SOSCOL AVENUE, NAPA CALIFORNIA 94559 ---------------------------------------- (Address of principal place of business) TERRY L. ROBINSON, PRESIDENT & CHIEF EXECUTIVE OFFICER 1500 SOSCOL AVENUE, NAPA CALIFORNIA 94559 (707) 257-8585 --------------------------------------------------------- (Name, address and telephone of agent for service) Copy to: R. Brent Faye, Esq., Lillick & Charles LLP 2 Embarcadero Center, 27th Floor, San Francisco, California 94111 (415) 984-8365 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ X ] This Registration Statement is filed to register additional shares of Registrant's common stock in connection with Registration Statement No. 333- 93365 which was declared effective on February 9, 2000. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box . [ ] CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------------------------------------------- Title of each class of securities Amount to be Proposed maximum Proposed maximum Amount of to be registered registered offering price per unit aggregate offering registration fee price - -------------------------------------------------------------------------------------------------------------------- Common Stock, No Par Value 27,273(1) $22.00 $600,006(2) N/A (3) - -------------------------------------------------------------------------------------------------------------------- (1) This Registration Statement relates to 27,273 new shares of Common Stock of the Registrant issuable to the public in addition to 200,000 being carried forward from Registration Statement No. 333-93365, for a total of 227,273. (2) Total maximum aggregate offering price, when combined with shares carried forward from Registration Statement No. 333-93365 is $5,000,006. (3) Registration fee of $ 1,390.00 was previously paid with respect to Registration Statement No. 333-93365. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Supplement No. 1 to Prospectus contained in Part I of this Registration Statement also applies to Registration Statement No. 333-93365. THE CONTENTS OF REGISTRATION STATEMENT NO. 333-93365 ARE INCORPORATED HEREIN BY REFERENCE.
PART I NORTH BAY BANCORP Supplement No. 1 dated April __, 2000 to Prospectus dated February 9, 2000 The Prospectus is hereby supplemented as follows: ------------------------------------------- THE OFFERING ------------------------------------------- Offering Price and Number of Shares Subject to the Offering The Board of Directors of North Bay has amended the terms of the offering. Instead of offering up to 200,000 of its common stock at a cash price of $25.00 per share, North Bay is now offering up to 227,273 shares of its common stock at a cash price of $22.00 per share. The aggregate consideration remains at $5,000,000. Maximum Purchase The Board of Directors of North Bay has increased the maximum purchase for any one individual from $100,000 (4,454 shares) to $500,000 (22,727 shares). Extension of Offering Expiration Date The Board of Directors of North Bay has extended the offering expiration date from April 15, 2000 to May 31, 2000. The Board of Directors has also extended the date to which it retains discretion to further extend the offering expiration without further notice from June 30, 2000 to July 31, 2000. Shares to be Purchased by Officers and Directors The officers and directors of North Bay, Vintage Bank and the proposed Solano Bank have indicated an intention to subscribe for 19,360 - 27,939 shares of the common stock offered in the offering, or approximately 12% of the 227,273 shares of common stock being offered for sale in this offering. If all 227,273 shares are sold in this offering, the directors and officers of North Bay and its subsidiaries will own approximately 29% of the outstanding shares of North Bay common stock, not including presently exercisable options. ----------------------------------------------- MARKET INFORMATION ----------------------------------------------- For the Quarter ended March 31, 2000, as adjusted for the 5% stock dividend paid on March 20, 2000, the high bid price was $23.80 per share and the low bid price was $18.09 per share. The last sales price of North Bay common stock on or before April 19, 2000, the last practicable date before the printing of this supplement was $20.75, which reflects a sale that occurred on April 13, 2000. ------------------------------------------------ DETERMINATION OF REVISED SUBSCRIPTION PRICE ------------------------------------------------ The revised subscription price for the shares of common stock was determined by management and approved by the North Bay Board of Directors based upon information which they believed to be relevant, including an opinion from its financial advisors that the $22.00 revised subscription price is fair to the existing holders of North Bay. Management and the Board also considered the recent trading history of the common stock, North Bay's and Vintage Bank's financial condition and earnings as well as the per share book value of the common stock. The primary objectives in establishing the revised subscription price were to maximize net proceeds obtainable from the offering and to enhance the success of the offering. No assurance can be given that the market price of North Bay's common stock will not decline during the offering to a level below the subscription price or that a shareholder will be able to sell shares purchased in the offering at a price equal to or greater than the subscription price. ----------------------------- Opinion of Financial Advisor ----------------------------- North Bay's Board of Directors retained Hoefer & Arnett, Incorporated as its financial advisor to assist it in establishing the revised subscription price. On March 28, 2000, Hoefer & Arnett delivered its oral opinion to North Bay's Board of Directors that the revised subscription price was fair, from a financial point of view, to the shareholders of North Bay. On March 29, 2000, Hoefer & Arnett delivered its written opinion to North Bay confirming its oral opinion. North Bay did not impose any limitations on Hoefer & Arnett with respect to its opinion. Hoefer & Arnett is a nationally recognized investment banking firm and, as part of its investment banking activities, is regularly engaged in the valuation of businesses and their securities in connection with merger transactions and other types of acquisitions, negotiated underwritings, private placements and valuations for corporate and other purposes. North Bay selected Hoefer & Arnett to render the opinion on the basis of its experience and expertise and its reputation in the banking and investment communities. In rendering its opinion in connection with the offering, Hoefer & Arnett relied upon information and materials provided by North Bay. In addition, Hoefer & Arnett met with the directors and management of North Bay and reviewed other data relating to the economics for the relevant area and conducted tests of the market value of North Bay common stock. Hoefer & Arnett also reviewed drafts of this prospectus, compared North Bay from a financial point of view with other selected companies in the financial services industry, and considered other information that it considered appropriate. Hoefer & Arnett has not independently verified the information and documents provided by the directors and management of North Bay. Hoefer & Arnett was paid a fee in the amount of $4,000 in connection with its advisory services to North Bay, including the preparation of its opinion and report. ---------------------------------------------- MANAGEMENT OF SOLANO BANK (PROPOSED) ---------------------------------------------- The following three proposed directors have been added to the management of Solano Bank: Name Age ---- --- Gary J. Falati 59 Calvin Lum, M.D. 59 Stephen C. Spencer 49 Share Ownership. Gary J. Falati, Calvin Lum, M.D., and Stephen C. Spencer have each agreed to purchase at least 2,273 shares ($50,000) in the offering. Gary J. Falati has been an agent with State Farm Insurance since 1983 and is a life-long resident of Solano County. Mr. Falati earned a Bachelor of Science degree in Business Education and Agriculture Business from California State University, Chico and Administrative Credential Grades 1-12 from California State University, Sacramento. He taught business education for five years and subsequently served as Assistant Principal in the Fairfield/Suisun Unified School District from 1979 to 1983. He has been actively involved in community leadership serving as Mayor of Fairfield (1977 - 1993) and City Councilman, Solano County LAFCO Commissioner, ABAG President (1992 - 1993) and ABAG Executive Board Member 1979 to 1993 as well as Fairfield Suisun Chamber of Commerce and North Bay Regional Center President 1997-1999. Mr. Falati currently serves on the Fairfield/Suisun School Board. Calvin Lum, M.D. is an anesthesiologist with NorthBay HealthCare/Fairfield Medical Group. Dr. Lum earned a B.S. degree in Electrical Engineering from the University of California, Berkeley in 1962 and Doctor of Medicine from the University of Southern California in 1969. Stephen C. Spencer is president of Premier Commercial, Inc., president and in house legal counsel of Gateway Realty and President of Solano Property Management. He earned a B.A. degree from Drake University and J.D. from Western State University and was admitted to the California State Bar Association in 1979. Mr. Spencer has been a licensed real estate broker since 1977. He has served as Past President of Northern Solano Association of Realtors, Fairfield/Suisun Chamber of Commerce, Solano Affordable Housing Foundation and Fairfield Kiwanis Club. Mr. Spencer has also served as past chair of various real estate-related organizations. He taught Real Estate Property Management, Ethics, Finance and Legal Aspects of Real Estate at Solano Community College. Mr. Spencer is a member of Solano Commercial Brokers and currently serves as Chair of BORPAC Trustee Committee, Chairman of the Board of Solano Economic Development Corporation and Director of Solano Affordable Housing Corporation and is a member of the Inter-Board of Arbitration Panel for California Association of Realtors. TEXT OF STICKER The prospectus has been supplemented by Supplement No. 1 dated April __, 2000 enclosed with the prospectus. The disclosures contained in the prospectus are qualified by the additional disclosures contained in the supplement concerning the offering price, the number of shares being offered, the maximum purchase price, the offering expiration date, market information, determination of the revised offering price, and the addition of new proposed directors of Solano Bank (Proposed). PART II SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Napa, State of California, on April 18, 2000. NORTH BAY BANCORP /s/ Terry L. Robinson ------------------------------------------- Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
/s/ Terry L. Robinson , Director, April 18, 2000 - ------------------------------------------- Principal Executive Officer Terry L. Robinson /*/ David B. Gaw , Director - ------------------------------------------- David B. Gaw /*/ Conrad W. Hewitt , Director - ------------------------------------------- Conrad W. Hewitt /*/ Harlan R. Kurtz , Director - ------------------------------------------- Harlan R. Kurtz /*/ Richard S. Long , Director - ------------------------------------------- Richard S. Long /*/ Thomas H. Lowenstein , Director - ------------------------------------------- Thomas H. Lowenstein /*/ Thomas F. Malloy , Director - ------------------------------------------- Thomas F. Malloy /*/ James Tidgewell , Director - ------------------------------------------- James Tidgewell /s/ Lee-Almeida , Principal Financial Officer April 18, 2000 - ------------------------------------------- Lee-Ann Almeida * /s/ Terry L. Robinson April 18, 2000 - ------------------------------------------- by Terry L. Robinson as Power of Attorney
EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 2.1 Plan of Reorganization and Merger Agreement entered into as of July 30, 1999 by and among The Vintage Bank, Vintage Merger Co. and North Bay Bancorp (1) 3.1 Articles of Incorporation of Registrant (2) 3.2 Bylaws as amended of Registrant (2) 5.1 Opinion re: legality 10.1 North Bay Bancorp Stock Option Plan (2) 10.2 Employment Agreement with Terry L. Robinson (2) 11. Statement re: computation of per share earnings (2) 21. Subsidiaries of Registrant are: The Vintage Bank, a California banking corporation 23.1 Consent of Counsel is included with the opinion re: legality as Exhibit 5.1 to the Registration Statement 23.2 Consent of Arthur Andersen LLP as independent public accountants for North Bay Bancorp and The Vintage Bank. 23.3 Consent of the Hoefer & Arnett Incorporated as financial advisor to North Bay Bancorp 24. Power of Attorney (2) 27. Financial Data Schedule(2) 99.1 Opinion of Hoefer &Arnett Incorporated dated March 29, 2000 as financial advisor to North Bay Bancorp 99.2 Revised Stock Subscription Application 99.3 Letter to previous subscribers 99.4 Letter transmitting Supplement No. 1 (1) Attached as Exhibit 7(c)(2) to North Bay Bancorp's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 29, 1999, and incorporated herein by reference. (2) Attached as Exhibits 3.1, 3.2, 10.1, 10.2, 11, 24, and 27, respectively, to Registration Statement No. 333-93365 filed with the Securities and Exchange Commission and incorporated herein by reference. EX-5.1 2 OPINION RE: LEGALITY Exhibit 5.1 Opinion Re: Legality Lillick & Charles LLP Attorneys at Law Two Embarcadero Center San Francisco, CA 94111-3996 (415) 984-8200 April 20, 2000 rfaye@lillick.com 415.984.8365 North Bay Bancorp 1500 Soscol Avenue Napa, California 94559 Ladies and Gentlemen: With reference to the Registration Statement on Form SB-2 filed by North Bay Bancorp ("North Bay") with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of 27,273 additional shares of North Bay Common Stock, no par value, (the "Shares") to be issued in connection with the public sale of the Shares by North Bay in connection with the shares carried forward from Registration Statement No. 333-93365: We are of the opinion that the Shares have been duly authorized and, when issued in accordance with the Prospectus contained in the Registration Statement and Registration Statement No. 333-93365, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement, and any amendments thereto, and the use of our name under the caption "Legal Matters" in the Registration Statement, and any amendments threat, and in the Prospectus included therein. Very truly yours, /s/ Lillick & Charles LLP LILLICK & CHARLES LLP EX-23.2 3 CONSENT OF ARTHUR ANDERSEN LLP Exhibit 23.2 Consent of Arthur Andersen LLP as independent public accountants for North Bay Bancorp and The Vintage Bank. CONSENT OF INDEPENDENT PUBLIC ACCOUNTANT As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated February 23, 1999 related to the financial statements of The Vintage Bank included in the Pre-Effective Amendment No. 1 to the Form SB-2 registration statement of North Bay Bancorp and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP San Francisco, California April 17, 2000 EX-23.3 4 CONSENT OF HOEFER & ARNETT Exhibit 23.3 Consent of Hoefer & Arnett Incorporated as Financial Advisor to North Bay Bancorp April 20, 2000 North Bay Bancorp 1500 Soscol Avenue Napa, California 94559 We hereby consent to the inclusion of the Fairness Opinion of Hoefer & Arnett Incorporated in the Form SB-2 Registration Statement of North Bay Bancorp. We also consent to references made in such Registration Statement, and the included prospectus, to Hoefer & Arnett Incorporated. In giving our consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder, nor do we admit that we are experts with respect to any part of such Registration Statement within the meaning of the term "experts" as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities Exchange Commission thereunder. Hoefer & Arnett Incorporated /s/ Jean-Luc Servat ---------------------------- By: Jean-Luc Servat Managing Director EX-99.1 5 FAIRNESS OPINION OF HOEFER & ARNETT Exhibit 99.1 Fairness Opinion of Hoefer & Arnett Incorporated dated March 29, 2000 HOEFER & ARNETT INCORPORATED 353 SACRAMENTO STREET TENTH FLOOR SAN FRANCISCO, CALIFORNIA 94111 (415) 362-7111 March 29, 2000 Members of the Board of Directors North Bay Bancorp 1500 Soscol Avenue Napa, California 94559-1314 Members of the Board: You have requested our opinion as investment bankers as to the fairness, from a financial point of view, to the holders of the outstanding shares of Common Stock, no par value, of North Bay Bancorp ("NBAN") of the $22.00 subscription price per share (the "Subscription Price"), in the proposed public offering (the "Offering") of Common Stock of NBAN. Hoefer & Arnett Incorporated, as part of its investment banking business, is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. Hoefer & Arnett Incorporated provides a full range of financial advisory and securities services and, in the course of its normal trading activities, may from time to time effect transactions and hold securities, of NBAN for its own account and for the accounts of customers. In connection with this opinion, we have reviewed, among other things, the Preliminary Prospectus; the Annual Report to Shareholders of Vintage Bank ("VTGB") for the years ended December 31, 1997 and 1998; certain interim reports to shareholders of NBAN and VTGB; certain other communications from NBAN and VTGB to its shareholders; and certain internal financial analyses and forecasts for NBAN and VTGB prepared by the management. We also have held discussions with members of the senior management of NBAN regarding the strategic rationale for, and the potential benefits of, the Offering and the past and current business operations, regulatory relationships, financial condition and future prospects of NBAN. In addition, we have reviewed the reported price and trading activity for the shares of NBAN, compared certain financial and stock market information for NBAN with similar information for certain other companies the securities of which are publicly traded and performed such other studies and analyses as we considered appropriate. We have relied upon the accuracy and completeness of all of the financial and other information reviewed by us and have assumed such accuracy and completeness for purposes of rendering this opinion. In that regard, we have assumed, with your consent, that the financial forecasts, including, without limitation, the projections regarding under-performing and non-performing assets and net charge-offs have been reasonably prepared on a basis reflecting the best currently available judgments and estimates of NBAN and that such forecasts will be realized in the amounts and at the times contemplated thereby. We are not experts in the evaluation of loan and lease portfolios for purposes of assessing the adequacy of the allowances for losses with respect thereto and have assumed, with your consent, that such allowances for NBAN are in the aggregate adequate to cover all such losses. In addition, we have not reviewed individual credit files nor have we made an independent evaluation or appraisal of the assets and liabilities of NBAN or any of its subsidiaries and we have not been furnished with any such evaluation or appraisal. In addition, our opinion does not address the relative merits of the Offering as compared to any alternative business transaction that might be available to NBAN. Our advisory services and the opinion expressed herein are provided for the information and assistance of the Board of Directors of NBAN in connection with its consideration of the Offering and the Subscription Price. Based upon and subject to the foregoing and based upon such other matters as we consider relevant, it is our opinion that as of the date hereof the Subscription Price is fair from a financial point of view to the holders of the outstanding shares of Common Stock of North Bay Bancorp. Very truly yours, /s/ HOEFER & ARNETT INCORPORATED EX-99.2 6 REVISED STOCK SUBSCRIPTION APPLICATION Exhibit 99.2 REVISED STOCK SUBSCRIPTION APPLICATION REVISED SUBSCRIPTION APPLICATION AND AGREEMENT NORTH BAY BANCORP. 1500 Soscol Avenue Napa, California 94559 (707) 257-8585 Sir/Madam: The undersigned, having read the Prospectus dated February 9, 2000 of North Bay Bancorp, as supplemented, hereby subscribe(s) for the number of shares of North Bay common stock, no par value, listed opposite each subscriber's name at $22.00 per share. This Subscription Application constitutes an offer by the subscriber(s) to purchase the number of shares specified. This offer cannot be revoked prior to acceptance or rejection of the offer by North Bay. APPLICATIONS FOR SUBSCRIPTIONS MUST BE RECEIVED BY THE VINTAGE BANK AS THE SUBSCRIPTION AGENT FOR NORTH BAY WITH PAYMENT IN FULL BY 5:00 P.M., PACIFIC TIME ON MAY 15, 2000 UNLESS EXTENDED BY NORTH BAY TO A TIME NOT LATER THAN 5:00 P.M., PACIFIC TIME ON JULY 31, 2000. NORTH BAY MAY TERMINATE THE OFFERING AT ANY TIME, AND ACCEPTED SUBSCRIPTIONS ARE SUBJECT TO CANCELLATION IN THE EVENT THAT NORTH BAY SHOULD ELECT TO CANCEL THE OFFERING IN ITS ENTIRETY. Enclosed with this Subscription Agreement is a check payable to "The Vintage Bank - North Bay Bancorp Subscription Account" as Subscription Agent, for the amount of this subscription for ______________ shares of North Bay common stock at $22.00 per share, in the total sum of $__________________. This amount when received may be held in an account which is not insured by the FDIC. How Shares Are To Be Registered:
Name and Address (Please Print) (Circle One) _____________________________________________ Individual Individual Retirement Account _____________________________________________ Custodian Trustee _____________________________________________ Tenants in Common Joint Tenants _____________________________________________ 401(k) Plan Other _________ Subscriptions should be mailed or delivered to: The Vintage Bank North Bay Bancorp Stock Subscription Account 1500 Soscol Avenue Napa, California 94559
IN WITNESS WHEREOF, I (we) have executed this Subscription Application in triplicate and return it along with the full subscription price for all of the of North Bay common stock to be purchased. I (We) understand that all information submitted on this Subscription Application will be treated confidentially by North Bay. Date: , 2000 ------------------------ - ----------------------------------- Signature - ----------------------------------- Name (Please print or type) Business Address: - ----------------------------------- Street - ----------------------------------- City, State, and Zip - ----------------------------------- Telephone Residence Address: - ----------------------------------- Street - ----------------------------------- City, State, and Zip - ----------------------------------- Telephone - ----------------------------------- Social Security Number/Taxpayer Identification Number (if applicable) Date: , 2000 ------------------------ - ----------------------------------- Signature - ----------------------------------- Name (Please print or type) Business Address: - ----------------------------------- Street - ----------------------------------- City, State, and Zip - ----------------------------------- Telephone Residence Address: - ----------------------------------- Street - ----------------------------------- City, State, and Zip - ----------------------------------- Telephone - ----------------------------------- Social Security Number/Taxpayer Identification Number (if applicable) ORIGINAL: DELIVER TO SUBSCRIPTION AGENT DUPLICATE: DELIVER TO SUBSCRIPTION AGENT (FOR NORTH BAY) TRIPLICATE: SUBSCRIBER'S COPY EX-99.3 7 LETTER TO PREVIOUS SUBSCRIBERS Exhibit No. 99.3 LETTER TO PREVIOUS SUBSCRIBERS [North Bay Bancorp Letterhead] Dear Subscribers: You have previously subscribed to the Company's public offering of common stock pursuant to the Prospectus dated February 9, 2000. As you may have previously heard, the terms of the offering have been amended to decrease the offering price to $22.00 per share and increase the amount of shares offered to 227,273 so that the aggregate consideration of the offering remains at $5,000,000. Because of this change, you have the right to rescind your previous subscription. If this is what you wish, please let us know and we will return your subscription amount to you. However, if you wish to continue to subscribe to the offering, enclosed is Supplement No. 1 to the Prospectus and a Revised Subscription Agreement. You should review the Supplement and execute the Revised Subscription Agreement. Under the Revised Subscription Agreement, the number of shares previoulsy subscribed for will be increased to take into account the lower $22.00 per share price. If you wish to subscribe for additional shares at the $22.00 amount you should include a check for the amount of the additional shares. If you have any questions, please do not hesitate to call Terry Robinson at (707) 258-3969 or Glen Terry at (707) 423- 2055. Terry L. Robinson President and Chief Executive Officer North Bay Bancorp Glen C. Terry Proposed President Solano Bank (Proposed) EX-99.4 8 LETTER TRANSMITTING SUPPLEMENT NO. 1 Exhibit No. 99.4 LETTER TRANSMITTING SUPPLEMENT NO. 1 [North Bay Bancorp Letterhead] Dear Potential Subscribers: You have previously been provided with the Company's Prospectus dated February 9, 2000 in connection with the Company's public offering of common stock. As you may have previously heard, the terms of the offering have been amended to decrease the offering price to $22.00 per share and increase the amount of shares offered to 227,273 so that the aggregate consideration of the offering remains at $5,000,000. Enclosed please find Supplement No. 1 to the Prospectus and a Revised Subscription Agreement. If you wish to subscribe, you should review the Supplement and execute the Revised Subscription Agreement rather than the Subscription Agreement previously provided to you. If you have any questions, please do not hesitate to call Terry Robinson at (707) 258-3969 or Glen Terry at (707) 423- 2055. Terry L. Robinson President and Chief Executive Officer North Bay Bancorp Glen C. Terry Proposed President Solano Bank (Proposed) -----END PRIVACY-ENHANCED MESSAGE-----