Attached files
file | filename |
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EX-23.1 - EXHIBIT 23.1 - Orange County Bancorp, Inc. /DE/ | tm2116829d15_ex23-1.htm |
EX-5 - EXHIBIT 5 - Orange County Bancorp, Inc. /DE/ | tm2116829d15_ex5.htm |
As filed with the Securities and Exchange Commission on August 4, 2021
Registration No. 333-_____
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
ORANGE COUNTY BANCORP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 6712 | 26-1135778 |
(State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer |
incorporation or organization) | Classification Code Number) | Identification Number) |
212 Dolson Avenue
Middletown, New York 10940
(845) 341-5000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Michael J. Gilfeather
President and Chief Executive Officer
212 Dolson Avenue
Middletown, New York 10940
(845) 341-5000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Benjamin M. Azoff, Esq. Jeffrey M. Cardone, Esq. Luse Gorman, PC 5335 Wisconsin Avenue, N.W., Suite 780 Washington, D.C. 20015 (202) 274-2000 |
Christina M. Gattuso, Esq. Stephen F. Donahoe, Esq. Kilpatrick Townsend & Stockton LLP 607 14th Street, NW, Suite 900 Washington, DC 20005 (202) 508-5800 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
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, check the following box: ¨
If this Form is filed to register additional shares 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: x 333-257781
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 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 | x | Smaller reporting company | x |
Emerging growth company | x |
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 to Section 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered | Amount to be registered(1) | Proposed maximum offering price per share(2) | Proposed maximum aggregate offering price(1)(2) | Amount of registration fee |
Common Stock, $0.50 par value per share | 115,000 | $33.50 | $3,852,500 | $421.00 |
(1) | Represents only the additional number of shares being registered and includes 15,000 shares of common stock that the underwriters have the option to purchase from the registrant to cover overallotments, if any. In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended, the amount being registered does not include the securities that the registrant previously registered on its Registration Statement on Form S-1 (File No. 333-257781). |
(2) | Based on the public offering price. |
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act.
EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement on Form S-1 is being filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended, by Orange County Bancorp, Inc. (the “Registrant”). This Registration Statement incorporates by reference the contents of, including all exhibits to, the Registrant’s Registration Statement on Form S-1 (File No. 333-257781), originally filed with the Commission on July 9, 2021, as amended (together with its exhibits, the “Prior Registration Statement”), which was declared effective by the Commission on August 4, 2021.
The Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate number of shares of common stock to be registered for sale by 115,000 shares. The additional securities that are being registered for issuance and sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement.
The required opinion and consents are listed on the Exhibit Index attached hereto and filed herewith.
II-1
EXHIBIT INDEX
• | Previously filed. |
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Middletown, State of New York on August 4, 2021.
ORANGE COUNTY BANCORP, INC. | ||
By: | /s/ Michael J. Gilfeather | |
Michael J. Gilfeather | ||
President and Chief Executive Officer | ||
(Duly Authorized Representative) |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signatures | Title | Date | ||
/s/ Michael J. Gilfeather | President and Chief Executive Officer | August 4, 2021 | ||
Michael J. Gilfeather | and Director (Principal Executive Officer) | |||
/s/ Robert L. Peacock | Senior Executive Vice President and | August 4, 2021 | ||
Robert L. Peacock | Chief Financial Officer (Principal | |||
Financial and Accounting Officer) | ||||
* | Chairman of the Board | August 4, 2021 | ||
Louis Heimbach | ||||
* | Director | August 4, 2021 | ||
Gregory F. Holcombe | ||||
* | Director | August 4, 2021 | ||
Susan G. Metzger | ||||
* | Director | August 4, 2021 | ||
William D. Morrison | ||||
* | Director | August 4, 2021 | ||
Virginia K. Rizzo | ||||
* | Director | August 4, 2021 | ||
Jonathan F. Rouis | ||||
* | Director | August 4, 2021 | ||
Richard B. Rowley | ||||
* | Director | August 4, 2021 | ||
Terry R. Saturno | ||||
* | Director | August 4, 2021 | ||
Gustave J. Scacco |
* By: | /s/ Michael J. Gilfeather | |
Michael J. Gilfeather | ||
Attorney-in-Fact |