As filed with the Securities and Exchange Commission on November 1, 2017
Registration
No. 333-210550
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3
TO
FORM
S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Pacific Continental Corporation
(Exact name of registrant as specified in its charter)
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Oregon
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93-1269184
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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111 West 7
th
Avenue
Eugene, Oregon
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97401-4200
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (514)
686-8685
Hadley S. Robbins
President and Chief Executive Officer of Columbia
Banking System, Inc.
1301 A Street
Tacoma, Washington 98402
(253)
305-1900
(Name, address, including zip code, and telephone number, including area code, of agent for service)
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the
following box. ☐
If any of the securities being registered on this form are to be offered on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, 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, please 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(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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ☐
If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
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. (Check one):
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the
Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
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 13(a) of the Exchange Act. ☐
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 3 (the Amendment) relates to the Shelf Registration Statement on Form
S-3
(the Registration Statement), File
No. 333-210550,
of Pacific Continental Corporation, an Oregon corporation (the Company), filed with the
Securities and Exchange Commission on April 1, 2016, as amended by Amendment No. 1 filed on May 2, 2016 and Amendment No. 3 filed on May 12, 2016. The Registration Statement registered the Companys common stock, no par
value per share, preferred stock, no par value per share, warrants, debt securities and units (collectively, the Securities) in an aggregate amount of $100,000,000.
On November 1, 2017, pursuant to the Agreement and Plan of Merger, dated as of January 9, 2017, by and between the Company and
Columbia Banking System, Inc., a Washington corporation (Columbia), the Company merged with and into Columbia (the Merger), with Columbia continuing as the surviving corporation and as the successor in interest to the Company
following the Merger.
As a result of the Merger, the offering of the Securities pursuant to the Registration Statement has been
terminated. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any Securities which remain unsold at the termination of the offering, the Company
hereby files this Amendment to remove from registration all of the Securities registered but unsold under the Registration Statement as of the date hereof, if any.
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-3
and has duly caused this post-effective amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tacoma, State of Washington, on November 1, 2017.
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Columbia Banking System, Inc.
(as successor by merger to Pacific Continental Corporation)
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By:
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/s/ Kumi Y. Baruffi
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Name:
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Kumi Y. Baruffi
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Title: Executive Vice President, General Counsel and Corporate Secretary
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Note: No other person is required to sign this post-effective amendment to the Registration Statement on Form
S-3
in reliance on Rule 478 of the Securities Act of 1933, as amended.
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