May 4, 2023
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California (State or other jurisdiction of incorporation or organization) | | | 37-1849111 (I.R.S. Employer Identification Number) | |
500 Ygnacio Valley Road, Suite 200 Walnut Creek, CA 94596 (925) 476-1800 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Keary L. Colwell Senior Executive Vice President, Chief Financial Officer and Corporate Secretary BayCom Corp 500 Ygnacio Valley Road, Suite 200 Walnut Creek, CA 94596 (925) 476-1800 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy of communications to: Michael S. Sadow, Esq. Craig M. Scheer, P.C. Silver, Freedman, Taff & Tiernan LLP 3299 K Street, N.W., Suite 100 Washington, D.C. 20007 (202) 295-4500 | ||
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Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.
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| Large accelerated filer ☐ | | | Accelerated filer ☐ | |
| Non-accelerated filer ☒ | | | Smaller reporting company ☒ | |
| | | | Emerging growth company ☒ | |
CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS OF | AMOUNT | PROPOSED | PROPOSED | AMOUNT OF |
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Common Stock(4) |
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Preferred Stock(5) |
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Depositary Shares(6) |
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Debt Securities(7) |
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Purchase Contracts(8) |
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Warrants(9) |
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Rights(10) |
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Units(11) |
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Total |
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| $150,000,000 | $19,470.00 |
(1)In no event will the aggregate initial offering price of all securities issued exceed $150,000,000. The registered securities may be offered for U.S. dollars or the equivalent thereof in foreign currencies, currency units or composite currencies. The registered securities may be sold separately, together or as units with other registered securities.
(2)Certain information as to each class of securities to be registered is not specified, in accordance with General Instruction II.D. to Form S-3 under the Securities Act.
(3)The proposed maximum aggregate offering price has been estimated solely to calculate the registration fee under Rule 457(o) under the Securities Act. The proposed maximum aggregate offering price, with respect to debt securities, is calculated excluding accrued interest and accrued amortization of discount, if any, to the date of delivery.
(4)Subject to note (1) above, we are registering an indeterminate number of shares of common stock. We are also registering an indeterminate number of shares of common stock as may be issuable upon conversion of debt securities, preferred stock or depositary shares or upon exercise of warrants or rights registered hereby.
(5)Subject to note (1) above, we are registering an indeterminate number of shares of preferred stock as may be sold from time to time by us. We are also registering an indeterminate number of shares of preferred stock as may be issuable upon exercise of warrants or rights registered hereby. In addition, we are also registering such indeterminate number of shares of preferred stock, for which no consideration will be received by us, as may be issued upon conversion or exchange of debt securities of the Company.
(6)Such indeterminate number of depositary shares to be evidenced by depositary receipts, representing a fractional interest of a share of preferred stock.
(7)Subject to note (1) above, we are registering an indeterminate principal amount of debt securities (which may be senior or subordinated). If any debt securities are issued at an original issue discount, then the offering price may be increased to the extent not to exceed the proposed maximum aggregate offering price less the dollar amount of any securities previously issued.
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Also, in addition to any debt securities that may be issued directly under this registration statement, we are registering an indeterminate amount of debt securities as may be issued upon the conversion or exchange of other debt securities, preferred stock or depositary shares, for which no consideration will be received by us, or upon exercise of warrants or rights registered hereby.
(8)Subject to note (1) above, we are registering an indeterminate number of purchase contracts, which may require the holder thereof to purchase or sell our debt securities, common stock, preferred stock or depository shares.
(9)Subject to note (1) above, we are registering an indeterminate number of warrants representing rights to purchase debt securities, shares of common stock or preferred stock or depositary shares registered hereby.
(10)Subject to note (1) above, we are registering an indeterminate number of rights representing rights to purchase shares of common stock or other securities registered hereby.
(11)Subject to note (1) above, we are registering an indeterminable number of units, which will be comprised of two or more of the securities registered hereby in any combination.
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shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
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MAY 4, 2023
200,000,000
$200,000,000.
None of the other securities offered for sale are currently publicly traded. Each prospectus supplement will indicate if the securities offered thereby will be listed on The Nasdaq Stock Market LLC or any other securities exchange.
IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS AND THE
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WHERE YOU CAN FIND MORE INFORMATION4
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS6
PROSPECTUS SUMMARY7
RISK FACTORS10
USE OF PROCEEDS10
DESCRIPTION OF DEBT SECURITIES11
DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK21
DESCRIPTION OF DEPOSITARY SHARES27
DESCRIPTION OF PURCHASE CONTRACTS29
DESCRIPTION OF WARRANTS30
DESCRIPTION OF RIGHTS32
DESCRIPTION OF UNITS32
DESCRIPTION OF GLOBAL SECURITIES33
PLAN OF DISTRIBUTION34
LEGAL MATTERS35
EXPERTS36
This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or the “SEC,” utilizing a “shelf” registration process. Under this shelf registration process, we may from time to time offer and sell the securities described in this prospectus in one or more offerings, up to a total initial aggregate offering price for all offerings of $150,000,000.$200,000,000. This prospectus provides you with a general description of the securities we may offer. Each time these securities are offered, we will provide a prospectus supplement that will contain specific information about the terms of the offering and include a discussion of any risk factors or other special considerations that apply to the securities and the offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read this prospectus, the applicable prospectus supplement and any pricing supplement together with the additional information described under the heading“Whereheading “Where You Can Find More Information.”
| Report(s) | | | Period(s) of Report(s) or Date(s) Filed | |
| • Annual Report on Form 10-K | | | | |
| • The portions of our definitive proxy statement on Schedule 14A that are incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 | | | | |
| • Current Reports on Form 8-K (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items) | | | Filed on February | |
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• | Registration Statement on Form 8-A (for the description of our common stock), and all amendments or reports filed for the purpose of updating such description | | | |
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Additional risks not presently known to us or that we currently believe are immaterial may also significantly impair our business operations.
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Registration and Transfer
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provided that any such action shall not adversely affect the interests of the holders of securities of such series or any other series of securities under the indenture in any material respect.
The indentures do not provide for any right of acceleration in the event of a consolidation, merger, sale of all or substantially all of the assets, recapitalization or change in our stock ownership. In addition, the indentures do not contain any provision which would protect the holders of debt securities against a sudden and dramatic decline in credit quality resulting from takeovers, recapitalizations or similar restructurings.
Subordination
prospectus supplement relating to a particular series of subordinated debt securities will set forth the aggregate amount of our indebtedness senior to the subordinated debt securities as of a recent practicable date.
is also the Federal Reserve Board’s policy that bank holding companies should not maintain dividend levels that undermine their ability to be a source of strength to itstheir banking subsidiaries.
Preferred Stock
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In the event of partial redemptions of preferred stock, whether by mandatory or optional redemption, our board of directors will determine the method for selecting the shares to be redeemed, which may be by lot or pro rata or by any other method determined by our board of directors to be equitable.
corporation entitled to vote. The articles of incorporation or bylaws of a California corporation may, but are not required to, set a higher standard for approval of such transactions. BayCom’s articles of incorporation and bylaws do not set higher limits.
Elimination of Liability and Indemnification. BayCom’s Our articles of incorporation eliminate the personal liability of itsour directors for monetary damages to the fullest extent permitted under California law. A director’s liability, however, is not eliminated with respect to (i) intentional misconduct or knowing and culpable violation of law; (ii) acts or omissions that a director believes to be contrary to the best interests of the corporation or its shareholders or that involve the absence of good faith on the part of the director; (iii) receipt of an improper personal benefit; (iv) acts or omissions that show reckless disregard for the director’s duty to the corporation or its shareholders, where the director in the ordinary course of performing a director’s duties should be aware of a risk of serious injury to the corporation or its shareholders; (v) acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the director’s duty to the corporation and its shareholders; (vi) transactions between the corporation and a director who has a material financial interest in such transaction; and (vii) liability for improper distributions, loans or guarantees. BayCom’sOur articles of incorporation and bylaws also provide, among other things, for the indemnification of itsour directors, officers and agents, and authorizes itsour board of directors to pay expenses incurred by, or to satisfy a judgment or fine rendered or levied against, such agents in connection with any personal legal liability incurred by the individual while acting for BayCom within the scope of his or her employment (subject to certain limitations). It is the policy of our board of directors that the Company’s directors, officers and agents shall be indemnified to the maximum extent permitted under applicable law and our articles of incorporation and bylaws, and we have obtained director and officer liability insurance covering all of our officers and directors.
depositary determines that it is not feasible to make such a distribution, it may, with our approval, sell the property and distribute the net proceeds from the sale to the holders of the depositary shares.
receipts, upon surrender of those receipts, such number of whole shares of the series of preferred stock represented by the depositary shares together with cash in lieu of any fractional shares, to the extent we have deposited cash for payment in lieu of fractional shares with the preferred stock depositary. In addition, the deposit agreement will automatically terminate if:
The applicable prospectus supplement may contain, where applicable, the following information about the purchase contracts issued under it:
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payments made on account of beneficial ownership interests in the registered global security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests.
If we use underwriters in the sale, the securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The securities may be either offered to the public through underwriting syndicates represented by managing underwriters or by underwriters without a syndicate. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. The applicable prospectus supplement will state any material relationships between the underwriters and us and the nature of the underwriters’ obligation to take and pay for securities.
20192022 and 2018,2021, and for each of the three years thenin the period ended December 31, 2022, appearing in our Annual Report on Form 10-K for the year ended December 31, 2019,2022, have been audited by Moss Adams LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference. Such consolidated financial statements have been soare incorporated by reference in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
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| SEC registration fee | | | | $ | 12,673 | | |
| Blue Sky fees and expenses | | | | | * | | |
| Rating agency fees | | | | | * | | |
| Legal fees and expenses | | | | | * | | |
| Accounting fees and expenses | | | | | * | | |
| Trustee fees and expenses | | | | | * | | |
| Printing and engraving fees and expenses | | | | | * | | |
| Miscellaneous | | | | | * | | |
| Total | | | | $ | * | | |
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shareholders (Section 153)(pursuant to Section 153 of the CGCL), with the shares owned by the person to be indemnified not being entitled to vote thereon, or (4) Thethe court in which the proceeding is or was pending upon application made by the corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not the application by the agent, attorney or other person is opposed by the corporation.
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| EXHIBIT NO. | | | DESCRIPTION | |
| 25.1 | | | Form T-1 Statement of Eligibility of Trustee under the Senior Indenture(2) | |
| 25.2 | | | Form T-1 Statement of Eligibility of Trustee under the Subordinated Indenture(2) | |
| 107 | | | |
reference. amended, and the applicable rules and regulations thereunder. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; anddocument to bereport filed under the Securities Exchange Act of 1934, as amended, and incorporated herein by reference in this Registration Statement. incorporated by reference to a filing madefiled, if applicable, in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939, as amended.II-3
Thesecurities, the undersigned Registrant undertakes that in a primary offering of securities of the Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
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May 4, 2023.
| By: | | | /s/ George J. Guarini |
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George J. Guarini, President, Chief Executive Officer and Director (Principal Executive Officer) | | | Date: May 4, 2023 | | ||
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/s/ Lloyd W. Kendall |
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Lloyd W. Kendall, Chairman of the Board and Director | | | Date: May 4, 2023 | | ||
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/s/ James S. Camp |
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James S. Camp, Director | | | Date: May 4, 2023 | | ||
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/s/ Harpreet S. Chaudhary |
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Harpreet S. Chaudhary, Director | | | Date: May 4, 2023 | | ||
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/s/ Rocco Davis |
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Rocco Davis, Director | | | Date: May 4, 2023 | | ||
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/s/ Robert G. Laverne |
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Robert G. Laverne, MD, Director | | | Date: May 4, 2023 | |
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/s/ Syvia L. Magid |
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Syvia L. Magid, Director | | | Date: May 4, 2023 | |
| By: | | | /s/ Janet L. King Janet L. King, Senior Executive Vice President, Chief Operating Officer and Director | | | Date: May 4, 2023 | |
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/s/ Keary L. Colwell |
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Keary L. Colwell, Senior Executive Vice President,
Director (Principal Financial and Accounting Officer) | | | Date: May 4, 2023 | |