14, 2023.
☐ ☒ ☐ ☐ ☐ 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, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.UNDER
THE SECURITIES ACT OF 1933
incorporation or organization)
Identification No.)
Grand Forks, North Dakota 58201
(701) 795-3200
area code, of each registrant’s principal executive offices)Randy L. NewmanChairman, President and Chief Executive Officer
Alerus Financial Corporation
401 Demers Avenue
Grand Forks, North Dakota 58201
(701) 795-3200
including area code, of agent for service), Esq.
Barack Ferrazzano Kirschbaum & Nagelberg LLP
200 West Madison Street, Suite 3900
Chicago, Illinois 60606
(312) 984-3100¨x
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨☐¨¨¨ Large accelerated filer ☐ ¨ Accelerated filer ☒ ¨ Non-accelerated filer ☐ x Smaller reporting company ☐ ¨ Emerging growth company ☒ x¨CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be
registered (1)Proposed maximum
offering price per
unit (1) Proposed maximum
aggregate offering
price (1) Amount of
registration fee (1)Common Stock, $1.00 par value per share(2) Preferred Stock, $1.00 par value per share(2) Debt Securities(3) Warrants(4) Depositary Shares(5) Subscription Rights(6) Stock Purchase Contracts Stock Purchase Units Units TOTAL $ 125,000,000 $ 16,225 (1)Calculated in accordance with Rule 457(o) under the Securities Act of 1933. The proposed maximum offering price per security will be determined from time to time by the registrant in connection with the issuance of the securities registered by this registration statement. The proposed maximum aggregate offering price has been estimated solely for the purpose of calculating the registration fee. In no event will the maximum aggregate offering price of all securities issued under this registration statement exceed $125,000,000. The amount registered is not specified as to each class of securities to be registered hereunder pursuant to General Instruction II.D. to Form S-3 under the Securities Act.(2)Shares of common stock or preferred stock may be issued in primary offerings, upon conversion of debt securities or preferred stock registered hereby or upon the exercise of warrants or subscription rights to purchase preferred stock or common stock.(3)The debt securities being registered hereunder will consist of one or more series of senior debt securities or subordinated debt securities, or any combination thereof, as more fully described herein.(4)Warrants exercisable for common stock, preferred stock, depositary shares, debt securities or other securities.(5)The depositary shares registered hereunder will be evidenced by depositary receipts issued pursuant to a deposit agreement. If the registrant elects to offer to the public fractional interests in shares of preferred stock, then depositary receipts will be distributed to those persons purchasing the fractional interests and the shares will be issued to the depositary under the deposit agreement.(6)Subscription rights evidencing the right to purchase common stock, preferred stock, depositary shares, debt securities or other securities.
PROSPECTUS
$125,000,000
Investing in our securities involves risks. You should refer to the section entitled “Risk Factors” on page 3 of this prospectus, as well as the risk factors included in the applicable prospectus supplement and certain of our periodic reports and other information that we file with the Securities and Exchange Commission, and carefully consider that information before buying our securities.
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The registration statement that contains this prospectus, including the exhibits to the registration statement, also contains additional information about us and the securities offered under this prospectus. You can find the registration statement at the SEC’s website or at the SEC office mentioned under the heading “Where You Can Find More Information.”
Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important
Our principal executive office is located at 401 Demers Avenue, Grand Forks, North Dakota 58201, and our telephone number at that address is (701) 795-3200.
8, 2023.
No Conversion Rights.Our common stock is not convertible into any other shares of our capital stock.
Dividends and Distributions.If you purchase preferred stock being offered by use of this prospectus and an applicable prospectus supplement, you will be entitled to receive, when, as and if declared by our
Federal Banking Law. The ability of a third party to acquire our stock is also limited under applicable U.S. banking laws, including regulatory approval requirements. The Bank Holding Company Act of 1956, as amended, or BHCA, requires any “bank holding company” to obtain the approval of the Federal Reserve before acquiring, directly or indirectly, more than 5% of our outstanding common stock. Federal law also prohibits any person or company from acquiring “control” of an FDIC-insured depository institution or its holding company without prior notice to the appropriate federal bank regulator. “Control” is conclusively presumed to exist upon the acquisition of 25% or more of the outstanding voting securities of a bank or bank holding company, but may arise under certain circumstances between 10% and 24.99% ownership.
Limitation on Liability and Indemnification of Officers and Directors
the title of the debt securities, including, as applicable, whether the debt securities will be issued as senior debt securities, senior subordinated debt securities, subordinated debt securities or junior subordinated debt securities, and any subordination provisions particular to the series of debt securities; • |
any limit on the aggregate principal amount of the debt securities; • |
stock, requiring the maintenance of any asset ratio or the creation or any maintenance of any reserves, or restricting the incurrence of additional debt or the issuance of additional securities.
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Global Securities
Conversion or Exchange Rights
Resignation and Removal of Depositary
Each time that we use this prospectus to sell our securities, we will also provide a prospectus supplement, if required, that contains the specific terms of the offering, including:
Any underwriter may engage in over-allotment, stabilizing transactions, short-covering transactions and penalty bids in accordance with Regulation M under the Exchange Act. Over-allotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum price. Syndicate-covering or other short-covering transactions involve purchases of the securities, either through exercise of the over-allotment option or in the open market after the distribution is completed, to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased in a stabilizing or covering transaction to cover short positions. Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of the activities at any time.
SEC Registration Fee | $ | 16,225 | ||
Trustee Fees | * | |||
Printing Expenses | * | |||
Rating Agency Fees | * | |||
Legal Fees and Expenses | * | |||
Accounting Fees and Expenses | * | |||
Miscellaneous | * | |||
Total | * |
| SEC Registration Fee | | | $0.00 | |
| Trustee Fees | | | * | |
| Printing Expenses | | | * | |
| Rating Agency Fees | | | * | |
| Legal Fees and | | | * | |
| Accounting Fees and | | | * | |
| Miscellaneous | | | * | |
| Total | | | * | |
liability for directors.
II-1
Section 145(c) provides that to the extent a present or former director or officer of a corporation has been successful on the merits or in the defense of any action, suit or proceeding referred to above, or in the defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith
II-2
| Exhibit Number |
| Exhibit Number | | | Description of Exhibits | |
4.12* | | | Form of Subscription Agent Agreement. | ||
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4.13* | | | Form of Unit Agreement and Unit Certificate. | ||
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5.1 | | | | ||
| 23.1 | ||||
| Consent of CliftonLarsonAllen LLP. | ||||
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23.2 | | | | ||
| 24.1 | ||||
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25.1** | | | Statement of Eligibility of Trustee on Form T-1 for the Indenture. | |
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II-5
14, 2023.
| Signature | | | Title | |
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/s/ Katie A. Lorenson Katie A. Lorenson | | | Director, President and Chief Executive Officer (Principal Executive Officer) | | |
| /s/ Alan A. Villalon Alan A. Villalon | | | Executive Vice President and Chief Financial Officer | |
(Principal Financial | | ||||
| /s/ Kari Koob Kari Koob | | | Director of Accounting (Principal Accounting Officer) | |
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/s/ Daniel E. Coughlin | |||||
Daniel E. Coughlin | |
II-6
Director | |||||
| /s/ Janet O. Estep Janet O. Estep | | | Director | |
| /s/ Kevin D. Lemke | ||||
Kevin D. Lemke | | | Director | | |
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/s/ Michael S. Mathews | |||||
Michael S. Mathews | | | Director | |
| Signature | | | Title | |
| /s/ Randy L. Newman Randy L. Newman | | | Director | |
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/s/ Galen G. Vetter | |||||
Galen G. Vetter | | | Director | | |
| /s/ Mary E. Zimmer Mary E. Zimmer | | | Director | |