0001193125-22-262927.txt : 20221014 0001193125-22-262927.hdr.sgml : 20221014 20221014160613 ACCESSION NUMBER: 0001193125-22-262927 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20221014 DATE AS OF CHANGE: 20221014 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAMBRIDGE BANCORP CENTRAL INDEX KEY: 0000711772 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 042777442 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-265854 FILM NUMBER: 221311397 BUSINESS ADDRESS: STREET 1: 1336 MASSACHUSETTS AVENUE CITY: CAMBRIDGE STATE: MA ZIP: 02138 BUSINESS PHONE: 617-876-5500 MAIL ADDRESS: STREET 1: 1336 MASSACHUSETTS AVENUE CITY: CAMBRIDGE STATE: MA ZIP: 02138 POS AM 1 d407460dposam.htm POS AM POS AM

As filed with the Securities and Exchange Commission on October 14, 2022

Registration No. 333-265854

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

Post-Effective

Amendment No. 1

to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Cambridge Bancorp

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Massachusetts   6022   04-2777442

(State or Other Jurisdiction

of Incorporation)

  

(Primary Standard Industrial

Classification Code Number)

  

(IRS Employer

Identification No.)

1336 Massachusetts Avenue

Cambridge, MA 02138

(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

 

 

Michael F. Carotenuto

Chief Financial Officer

Cambridge Bancorp

1336 Massachusetts Avenue

Cambridge, MA 02138

(617) 876-5500

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and upon completion of the merger described in the enclosed proxy statement/prospectus.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended, 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.  ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ☐    Accelerated filer   ☒
Non-accelerated filer   ☐    Smaller reporting company   ☐
     Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

 

 

 

TERMINATION OF REGISTRATION STATEMENT AND DEREGISTRATION OF SECURITIES

On June 27, 2022, Cambridge Bancorp (the “Company”) filed a registration statement on Form S-4, Registration No. 333-265854 (as amended by Amendment No. 1, filed July 7, 2022, the “Registration Statement”), with the Securities and Exchange Commission to register the issuance of common stock, par value $1.00 per share (collectively, the “Registered Securities”), in connection with the Company’s acquisition of Northmark Bank.

The Company is filing this Post-Effective Amendment No. 1 to the Registration Statement to deregister all of the Registered Securities that were not issued pursuant to the Registration Statement as of the date of this Post-Effective Amendment. The Company hereby terminates the effectiveness of the Registration Statement and deregisters all of the Registered Securities registered for sale under the Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 1 to this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Cambridge, Massachusetts, on October 14, 2022.

 

CAMBRIDGE BANCORP
By:  

/s/ Michael F. Carotenuto

  Michael F. Carotenuto
 

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

Note: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance on Rule 478 under the Securities Act of 1933, as amended.