- Securities Registration Statement (S-1)
July 29 2010 - 4:14PM
Edgar (US Regulatory)
As filed
with the Securities and Exchange Commission on July 29, 2010
Registration
No. 333-_______
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-1
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
(Exact
Name of Registrant as Specified in Its Charter)
Washington
(State
or Other Jurisdiction
of
Incorporation or Organization)
|
000-22957
(Primary
Standard Industrial
Classification
Code Number)
|
91-1838969
(I.R.S.
Employer
Identification
Number)
|
900
Washington Street, Suite 900, Vancouver, Washington 98660 (360) 693-6650
(Address,
Including Zip Code, and Telephone Number, Including Area Code, of Registrant's
Principal Executive Offices)
Patrick
Sheaffer, Chairman and CEO
Riverview
Bancorp, Inc.
900
Washington Street, Suite 900
Vancouver,
Washington 98660; (360) 693-6650
(Address,
Including Zip Code, and Telephone Number, Including Area Code, of Agent for
Service)
Copies
to:
John
F. Breyer, Jr., Esquire
Breyer
& Associates PC
8180
Greensboro Drive, Suite 785
McLean,
Virginia 22102
(703)
883-1100
|
Dave
M. Muchnikoff, P.C.
Silver,
Freedman & Taff, L.L.P.
3299
K Street, N.W., Suite 100
Washington,
D.C. 20007
(202)
295-4500
|
Lori
M. Beresford, Esquire
Kilpatrick
Stockton LLP
607
14
th
Street, NW, Suite 900
Washington
DC 20005
|
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]
333-162621
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, 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.
|
Large
accelerated filer [ ]
|
Accelerated
filer [X]
|
|
|
Non-accelerated
filer [ ] (Do not check if a smaller reporting
company)
|
Smaller
reporting company [ ]
|
|
CALCULATION
OF REGISTRATION FEE
Title
of each class of
securities
to be registered
|
Amount
to
be
registered(1)
|
Proposed
maximum
aggregate
offering
price(2)(3)
|
Amount
of
registration
fee
|
Common
Stock, par value $.01 per share
|
1,924,686 shares
|
$3,868,619
|
$276
|
(1)
|
Includes
the shares that the underwriters have the option to purchase to cover
over-allotments, if any.
|
|
(2)
|
Estimated
solely for the purpose of calculating the registration fee pursuant to
Section 457(o) under the Securities Act.
|
|
(3)
|
In
accordance with Rule 462(b) promulgated under the Securities Act of 1933,
as amended, an additional amount of securities having a proposed maximum
aggregate offering price of no more than 20% of the maximum aggregate
offering price of the securities eligible to be sold under the related
Registration Statement on Form S-1 (File No. 333-162621), as amended, is
hereby registered.
|
This
Registration Statement shall become effective upon filing in accordance with
Rule 462(b)
under
the Securities Act of 1933, as amended.
EXPLANATORY
NOTE AND INCORPORATION BY REFERENCE
This
Registration Statement on Form S-1 is being filed with respect to the
registration of additional shares of common stock, par value $0.01 per share, of
Riverview Bancorp, Inc., a Washington corporation (the “Company”), pursuant to
Rule 462(b) under the Securities Act of 1933, as amended. The contents of the
Company’s Registration Statement on Form S-1, as amended (File No. 333-162621),
initially filed by the Company on October 22, 2009 and declared effective by the
Securities and Exchange Commission (the “Commission”) on July 27, 2010
(the
“Prior Registration Statement”)
, are incorporated in this Registration
Statement by reference.
The
required opinions and consents are listed on an Exhibit Index attached hereto
and filed herewith.
PART
II: INFORMATION NOT REQUIRED IN PROSPECTUS
All
exhibits filed with or incorporated by reference in the Prior Registration
Statement are incorporated by reference into, and shall be deemed a part of,
this Registration Statement. The following exhibits are filed
herewith:
Item
16 Exhibits
|
|
|
Exhibit
|
|
Exhibit
Title
|
|
|
5.1
|
|
Opinion
of Breyer and Associates PC
|
|
|
23.1
|
|
Consent
of Deloitte & Touche LLP
|
|
|
23.2
|
|
Consent
of Breyer and Associates, PC (included in Exhibit
5.1)
|
|
|
24.1*
|
|
Power
of Attorney
|
*
|
Included
on the signature page to the Registrant’s Registration Statement on Form
S-1 (File No. 333-162621) filed with the Commission on October 22,
2009.
|
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 Vancouver, State of
Washington, on July 29, 2010.
|
RIVERVIEW BANCORP,
INC.
|
|
|
|
|
|
|
|
/s/
Patrick
Sheaffer
|
|
By: Patrick
Sheaffer
|
|
Chairman and Chief
Executive Officer
|
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.
/s/Patrick
Sheaffer
|
July 29,
2010
|
Patrick
Sheaffer
Chairman
and Chief Executive Officer
(Principal
Executive Officer)
|
|
|
|
|
|
/s/ Ronald A.
Wysaske
|
July 29,
2010
|
Ronald
A. Wysaske
President,
Chief Operating Officer and Director
|
|
|
|
|
|
/s/ Kevin
Lycklama*
|
July 29,
2010
|
Kevin
Lycklama
Executive
Vice President and Chief Financial Officer
(Principal
Financial and Accounting Officer)
|
|
|
|
|
|
/s/ Michael D.
Allen*
|
July 29,
2010
|
Michael
D. Allen
Director
|
|
|
|
|
|
/s/ Gary R.
Douglass*
|
July 29,
2010
|
Gary
R. Douglass
Director
|
|
|
|
|
|
/s/ Edward R.
Geiger*
|
July 29,
2010
|
Edward
R. Geiger
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Gerald L.
Nies*
|
July 29,
2010
|
Gerald
L. Nies
Director
|
|
|
|
|
|
/s/ Jerry C.
Olson*
|
July 29,
2010
|
Jerry
C. Olson
Director
|
|
|
|
* By
power of attorney dated October 22, 2009.
EXHIBIT
INDEX
|
|
|
Exhibit
|
|
Exhibit
Title
|
|
|
5.1
|
|
Opinion
of Breyer and Associates PC
|
|
|
23.1
|
|
Consent
of Deloitte & Touche LLP
|
|
|
23.2
|
|
Consent
of Breyer and Associates, PC (included in Exhibit
5.1)
|
|
|
24.1*
|
|
Power
of Attorney
|
*
|
Included
on the signature page to the Registrant’s Registration Statement on Form
S-1 (File No. 333-162621) filed with the Commission on October 22,
2009.
|
Riverview Bancorp (NASDAQ:RVSB)
Historical Stock Chart
From Jun 2024 to Jul 2024
Riverview Bancorp (NASDAQ:RVSB)
Historical Stock Chart
From Jul 2023 to Jul 2024