-----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, DBvGTq7ec5iJBgYoc2Qao45FTVA/zy4MmQu9YVPCeYhcldxRArb015NoJIZLjh+c 7lIQXIYG5fqnKcQWHxEk3A== 0000950005-00-000705.txt : 20000525 0000950005-00-000705.hdr.sgml : 20000525 ACCESSION NUMBER: 0000950005-00-000705 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000524 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTH BAY BANCORP/CA CENTRAL INDEX KEY: 0001102595 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 680434802 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-93365 FILM NUMBER: 643088 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 424B3 1 424B3 Filed Pursuant to Rule 424(c) with respect to Registration Statements No. 333-93365 and 333-35848 NORTH BAY BANCORP Supplement No. 1 dated May 3, 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. 2 --------------------------------------------------- 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 (In Organization) ---------------------------------------------------- 3 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. Background and Business Experience 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. ------------------------------------------------------------------------- APPROVAL OF SOLANO BANK BY THE CALIFORNIA COMMISSIONER OF FINANCIAL INSTITUTIONS ------------------------------------------------------------------------- The California Commissioner of Financial Institution approved the Application for approval to organize Solano Bank on May 3, 2000, after completing an investigation to ascertain the matters required by law, including that (a) the proposed Bank would promote the public convenience and advantage; (b) the proposed capital structure is adequate; and (c) the conditions in Solano County, along with the experience, ability and standing of the proposed directors and 4 officers, afford a reasonable promise of successful operations. This determination by the Commissioner does not constitute a representation or guarantee by him that Solano Bank will be successful. Final licensing of Solano Bank to commence operations is dependent upon compliance with certain conditions and procedures under California law, including completion of this offering and Solano Bank obtaining Federal Deposit Insurance and becoming a member of the Federal Reserve System. From May 3, 2000 until final licensing, the new bank will now be referred to as Solano Bank (In Organization) instead of Solano Bank (Proposed). 5 The prospectus has been supplemented by Supplement No. 1 dated May 3, 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). The prospectus has been supplemented by Supplement No. 1 dated May 3, 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). The prospectus has been supplemented by Supplement No. 1 dated May 3, 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). The prospectus has been supplemented by Supplement No. 1 dated May 3, 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). The prospectus has been supplemented by Supplement No. 1 dated May 3, 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). 6 -----END PRIVACY-ENHANCED MESSAGE-----