BALTIMORE, Dec. 22 /PRNewswire-FirstCall/ -- Bay National Corporation , the holding company for Bay National Bank, has today filed a registration statement on Form S-1 with the Securities and Exchange Commission with respect to a proposed offering of up to 25,000,000 (with a right to sell an additional 3,000,000) of its Units, each Unit consisting of one share of its common stock and a warrant to purchase one share of its common stock. The Units will first be offered to existing stockholders pursuant to a rights offering. The rights offering will be made through the distribution of non-transferable subscription rights to purchase Units, at a subscription price to be determined, with each share of common stock owned entitling the holder to purchase ten Units. Any Units not purchased by stockholders will be offered to the public.
Completion of the offering is dependent upon stockholder approval of an increase in the number of shares of the Company's common stock authorized under its articles of incorporation. The Company will solicit stockholder approval of an increase in the number of authorized shares of common stock from 20,000,000 shares to 95,000,000 shares at a special meeting of stockholders to be held on a future date.
The Company expects to use the proceeds from the offering to regain and maintain "well-capitalized" status and meet other applicable capital regulatory requirements, support lending and investment activities, and for working capital and other general corporate purposes.
A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. The securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. The rights offering, which is expected to be launched immediately following the effectiveness of the registration statement, and the public reoffering will be made only by means of a prospectus.
The statements in this press release with respect to our proposed offering and the use of proceeds from such offering constitute "forward-looking statements" as defined by Federal Securities laws. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, our ability to raise sufficient funds in the offering, further deterioration in real estate values and economic conditions generally, and changes in interest rates, deposit flows and loan demand, as well as changes in competitive, governmental, regulatory, technological and other factors which may affect Bay National Corporation specifically or the banking industry generally. Forward-looking statements speak only as of the date they are made. Bay National Corporation will not update forward-looking statements to reflect factual assumptions, circumstances or events that have changed after a forward-looking statement was made. For further information, please refer to the Bay National Corporation reports filed with the U.S. Securities and Exchange Commission.
Bay National Corporation
CONTACT: Hugh W. Mohler, President & CEO, +1-410-494-2580
