As filed with the Securities and Exchange Commission on September 25, 2006
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Patriot National Bancorp, Inc.
(Exact name of registrant as specified in its charter)
| Connecticut (State or other jurisdiction of incorporation or organization) |
6021 (Primary Standard Industrial Classification Code Number) |
06-1559137 (I.R.S. Employer Identification Number) |
900 Bedford Street
Stamford, Connecticut 06901
(203) 324-7500
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
| Charles F. Howell President |
Robert F. O'Connell Senior Executive Vice President and Chief Financial Officer |
Patriot National Bancorp, Inc.
900 Bedford Street
Stamford, Connecticut 06901
(203) 324-7500
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| William W. Bouton III, Esq. Kerry John Tomasevich, Esq. Tyler Cooper & Alcorn, LLP 185 Asylum Avenue City Place 35th Floor Hartford, CT 06103-3488 (860) 725-6200 |
Norman B. Antin, Esq. Jeffrey D. Haas, Esq. Patton Boggs LLP 2550 M Street, NW Washington, DC 20037 (202) 457-6000 |
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
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: o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ý 333-136824
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 number of the earlier effective registration statement for the same offering. o
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 number of the earlier effective registration statement for the same offering. o
CALCULATION OF REGISTRATION FEE
| Title of each class of securities to be registered |
Amount to be registered |
Proposed maximum Offering price per share(1) |
Proposed maximum aggregate offering price(1) |
Amount of registration fee |
||||
|---|---|---|---|---|---|---|---|---|
| Common Stock, $2.00 par value | 235,000 shares(2) | $22.00 | $5,170,000 | $554 | ||||
This Registration Statement shall become effective upon filing with the Commission in accordance with Rule 462(b) under the Securities Act of 1933.
EXPLANATORY NOTE AND
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This registration statement is being filed with respect to the registration of additional shares of common stock, $2.00 par value per share, of Patriot National Bancorp. Inc., a Connecticut corporation, for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the registrant's earlier effective registration statement on Form S-1 (File No. 333-136824) are incorporated into this registration statement by reference. The form of prospectus contained in the earlier effective registration statement will reflect the aggregate amount of securities registered in this registration statement and the earlier effective registration statement.
The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.
In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-1 and authorized this Registration Statement to be signed on its behalf by the undersigned, in the City of Stamford, State of Connecticut, on September 25, 2006.
| PATRIOT NATIONAL BANCORP, INC. (REGISTRANT) |
|||
By: |
/s/ ANGELO DE CARO Angelo De Caro Chairman & Chief Executive Officer |
||
In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.
| Signature |
Title |
Date |
||
|---|---|---|---|---|
| /s/ ANGELO DE CARO Angelo De Caro |
Chairman and Chief Executive Officer (Principal Executive Officer) | September 25, 2006 | ||
/s/ CHARLES F. HOWELL Charles F. Howell |
Vice Chairman and President |
September 25, 2006 |
||
/s/ ROBERT F. O'CONNELL Robert F. O'Connell |
Senior Executive Vice President, Chief Financial Officer and Director (Principal Financial Officer) |
September 25, 2006 |
||
/s/ MICHAEL A. CAPODANNO * Michael A. Capodanno |
Senior Vice President and Controller (Principal Accounting Officer) |
September 25, 2006 |
||
/s/ PHILIP W. WOLFORD * Philip W. Wolford |
Chief Operating Officer and Director |
September 25, 2006 |
||
/s/ JOHN J. FERGUSON * John J. Ferguson |
Director |
September 25, 2006 |
||
/s/ BRIAN A. FITZGERALD * Brian A. Fitzgerald |
Director |
September 25, 2006 |
||
/s/ JOHN A. GEOGHEGAN * John A. Geoghegan |
Director |
September 25, 2006 |
||
/s/ L. MORRIS GLUCKSMAN * L. Morris Glucksman |
Director |
September 25, 2006 |
||
/s/ MICHAEL F. INTRIERI * Michael F. Intrieri |
Director |
September 25, 2006 |
*By: |
/s/ ROBERT F. O'CONNELL Robert F. O'Connell Attorney-in-Fact |
| EXHIBIT NUMBER |
DESCRIPTION OF EXHIBIT |
|
|---|---|---|
5 |
Opinion of Tyler, Cooper & Alcorn, LLP. Filed herewith. |
|
23.1 |
Consent of McGladrey & Pullen, independent auditors. Filed herewith. |
|
23.2 |
Consent of Tyler, Cooper & Alcorn, LLP. Included in Exhibit 5. |
|
24.1* |
Power of attorney. |