United
States
Securities
and Exchange Commission
Washington,
D.C.
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. _____)
Filed by the Registrant x
Filed by a Party other than the
Registrant ¨
Check the appropriate box:
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¨
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Preliminary
Proxy Statement
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¨
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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¨
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Definitive
Proxy Statement
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x Definitive
Additional Materials
¨ Soliciting
Material Pursuant to §240.14a-12
BAY
NATIONAL CORPORATION
(Name of
Registrant as Specified In Its Charter)
(Name of
Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
x No
fee required.
¨ Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
| (1) |
Title
of each class of securities to which transaction applies:
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| (2) |
Aggregate
number of securities to which transaction applies:
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| (3) |
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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| (4) |
Proposed
maximum aggregate value of transaction:
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| (5) |
Total
fee paid:
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¨
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Fee
paid previously with preliminary
materials.
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¨
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Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its
filing.
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| (1) |
Amount
Previously Paid:
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| (2) |
Form,
Schedule or Registration Statement No.:
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| (3) |
Filing
Party:
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| (4) |
Date
Filed:
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January
19, 2010
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Dear
Stockholder:
You
should have recently received materials in connection with a special meeting of
stockholders of Bay National Corporation to be held on Thursday, February 25,
2010. As discussed in the proxy materials, we are asking our
stockholders to approve an increase in the number of authorized shares of the
Company’s common stock in order to allow us to conduct an offering of “Units”
consisting of one share of our common stock and one warrant to purchase one
share of common stock and ultimately recapitalize Bay National Corporation and
Bay National Bank.
As
described in the proxy statement, we had anticipated that the offering would be
conducted as a rights offering in which each current stockholder of the Company
would be issued subscription rights to purchase Units in the offering based on
their current stock ownership, followed by a public “reoffering” of any unsold
Units. After further consideration, we have determined that the
rights offering structure is not a feasible means to accomplish our objectives
with respect to the offering.
Therefore,
the offering will be conducted simply as a best efforts offering without the
rights offering component described in the proxy
materials. Accordingly, stockholders will be able to participate in
the offering on the same terms as those who are not stockholders in the
Company.
Also
attached to this letter is a corrected “Security Ownership of Management and
Certain Securityholders” table, which replaces the information found on pages
4-5 of the proxy statement with respect to the security holdings of the persons
listed in the table. Other than as described herein, the information
in the proxy statement remains correct.
Once
again, given the importance of the matters to be voted on at the special meeting
and the two-thirds vote required to approve the proposal, as further described
in the proxy statement, your vote is very important. We urge you to
return your proxy card or provide voting instructions to your broker, dealer,
custodian bank or other nominee in whose name your shares are registered at your
earliest convenience.
Very
truly yours,
_________________________
Charles
L. Maskell, Jr.
Chairman
of the Board of Directors
SECURITY
OWNERSHIP OF MANAGEMENT AND
CERTAIN
SECURITYHOLDERS
The
following table sets forth the beneficial ownership of Bay National
Corporation's common stock as of December 31, 2009 by its directors, named
executive officers, and all directors and officers as a group and persons
believed by management to beneficially own more than five percent of the common
stock. No person listed in the table has a right to acquire
beneficial ownership of shares of common stock within 60 days of December 31,
2009 pursuant to the exercise of warrants, options or a grant of restricted
stock. Unless otherwise noted below, management believes that each
person named in the table has the sole voting and sole investment power with
respect to each of the shares of common stock reported as beneficially owned by
such person. This table corrects the information appearing on pages
4-5 of Bay National Corporation’s proxy statement related to its Special Meeting
to be held February 25, 2010.
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Name
of Beneficial Owner
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Number
of Shares
Beneficially
Owned
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Percentage
of
Class
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R.
Michael Gill
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5,602
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*
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John
R. Lerch (1)
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51,964
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2.41%
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Harold
C. Green(2)
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88,922
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4.13%
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Charles
L. Maskell
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0
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0.00%
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Donald
G. McClure, Jr. (3)
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15,800
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*
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Hugh
W. Mohler (4)
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59,180
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2.75%
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Robert
L. Moore
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11,654
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*
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James
P. O’Conor
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5,767
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*
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H.
Victor Rieger, Jr. (5)
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34,807
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1.62%
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Richard
J. Oppitz (6)
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0
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0.00%
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William
B. Rinnier (7)
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11,736
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*
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Edwin
A. Rommel, III
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52,502
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2.44%
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Henry
H. Stansbury (8)
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37,625
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1.75%
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Eugene
M. Waldron, Jr.
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40,942
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1.90%
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Carl
A.J. Wright
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18,132
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*
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David
E. Borowy
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0
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0.00%
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All
directors and executive officers
as
a group
(15
persons) (9)
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434,633
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20.18%
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NexTier,
Inc. (10)
P.O.
Box 1550
Butler,
Pennsylvania 16003
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174,486
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8.10%
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* = less
than 1%
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(1)
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Includes
9,900 shares held by LFI partnership, of which Mr. Lerch is a general
partner; 4,400 shares held by Mr. Lerch’s spouse, over which he has shared
voting and investment power; and 550 shares held in trust for the benefit
of Mr. Lerch’s daughter for which Mr. Lerch is
custodian.
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(2)
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Includes
20,000 shares owned by Chamberlain Contractors, of which Mr. Green is a
50% owner.
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(3)
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Includes
11,000 shares held in trust for the benefit of Mr. McClure’s children for
which Mr. McClure is a co-trustee and over which he has shared voting and
investment power.
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(4)
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Includes
1,100 shares held by Mr. Mohler’s spouse, over which he has shared voting
and investment power.
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(5)
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Includes
1,100 shares held by Mr. Rieger’s spouse, over which he has shared voting
and investment power.
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(6)
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Mr.
Oppitz’ employment with Bay National Bank was terminated on January 7,
2009.
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(7)
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Includes
3,300 shares held by Mr. Rinnier’s spouse, over which he has shared voting
and investment power.
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(8)
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Includes
13,750 shares held by Mr. Stansbury’s spouse, over which he has shared
voting and investment power.
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(9)
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All
of the named individuals, other than Mr. Oppitz and Mr. Borowy are
directors of Bay National Corporation. Mr. Mohler is a director
and executive officer of Bay National
Corporation.
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(10)
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This
information is based on a Schedule 13G filed with the Securities and
Exchange Commission by NexTier Incorporated on March 28, 2006 and
information from the Company’s transfer agent as of the close of business
on the Record Date.
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Shares
included in the table as beneficially owned that are not outstanding but which
the persons listed have the right to acquire within 60 days of December 31, 2009
pursuant to the exercise of options or otherwise are deemed outstanding for the
purpose of computing the percentage ownership of the person holding such rights
but are not deemed outstanding for the purpose of computing the percentage
ownership of any other person.