SEC Form S-3DPOS filed by Evans Bancorp Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-3

POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 333- 249269

UNDER

THE SECURITIES ACT OF 1933

EVANS BANCORP, INC.

(Exact name of registrant as specified in its charter)

6460 Main Street

Williamsville, NY 14221

(716) 926-2000

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

NBT Bancorp Inc.

Attn: Scott A. Kingsley, President & Chief Executive Officer

52 South Broad Street

Norwich, NY 13815

(607) 337-2265

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies to:

Richard A. Schaberg

Les B. Reese

Hogan Lovells US LLP

555 13^th Street NW

Washington, DC 20004

(202) 637-5600

Approximate date of commencement of proposed sale to the public: Not applicable

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☒

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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐

If this Form is filed to register additional securities 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. ☐

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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 431(b) under the Securities Act, check the following box. ☐

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.

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 pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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EXPLANATORY NOTE – DEREGISTRATION OF SECURITIES

This Post-Effective Amendment (the “Post-Effective Amendment”) relates to the following Registration Statements of Evans Bancorp, Inc. (the “Company”) on Form S-3D (collectively, the “Registration Statements”).

•

Registration Statement No. 333-166264, registering 100,000 shares of Common Stock of the Company.

•

Registration Statement No. 333-34347, registering 50,000 shares of Common Stock of the Company.

On May 2, 2025 (the “Effective Time”), the Company completed the merger contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 9, 2024, among the Company, NBT Bancorp, Inc. (“NBT”), NBT Bank, National Association, NBT’s subsidiary bank (“NBT Bank”), and the Company’s subsidiary bank, Evans Bank, National Association (“Evans Bank”). Pursuant to the Merger Agreement, the Company was merged with and into NBT (the “Merger”), with NBT as the surviving entity and, immediately thereafter, Evans Bank was merged with and into NBT Bank, with NBT Bank as the surviving bank. Upon consummation of the Merger, at the Effective Time, each issued and outstanding share of Common Stock of the Company (other than shares owned by the Company, NBT or any of their respective subsidiaries (which shares were canceled)) was automatically converted into the right to receive 0.91 shares of NBT common stock.

As a result of the Merger, the Company has terminated any and all offerings of its securities pursuant to the Registration Statements. Accordingly, the Company hereby terminates the effectiveness of the Registration Statements and, in accordance with any undertaking made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any and all securities that had been registered for issuance but remain unsold at the termination of the offering, removes from registration any and all securities of the Company that were registered under the Registration Statements and remain unsold at the termination of the offerings. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3D and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Norwich, State of New York, on May 5, 2025.

Note: No other person is required to sign this Post-Effective Amendment to the Registration Statement on Form S-3 in reliance upon Rule 478 under the Securities Act of 1933.

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