As filed with the Securities and Exchange Commission on March 1, 2023
Registration Nos. 333-77259
333-58978
333-101357
333-105637
333-117679
333-117680
333-135071
333-143347
333-144766
333-188291
333-192346
333-211381
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-8 Registration Statement No. 333-77259
Form S-8 Registration Statement No. 333-58978
Form S-8 Registration Statement No. 333-105637
Form S-8 Registration Statement No. 333-117679
Form S-8 Registration Statement No. 333-144766
Form S-8 Registration Statement No. 333-188291
Form S-8 Registration Statement No. 333-211381
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-4 ON:
Form S-8 Registration Statement No. 333-101357
Form S-8 Registration Statement No. 333-117680
Form S-8 Registration Statement No. 333-135071
Form S-8 Registration Statement No. 333-143347
Form S-8 Registration Statement No. 333-192346
UNDER THE SECURITIES ACT OF 1933
UMPQUA HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
| Oregon | 93-1261319 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| One SW Columbia Street, Suite 1200 Portland, Oregon |
97258 | |
| (Address of Principal Executive Offices) |
(Zip Code) |
Umpqua Holdings Corporation Stock Option Plan
2000 Stock Option Plan
Centennial Bancorp 1993 Incentive Stock Option Plan
Centennial Bancorp 1993 Stock Option Plan for Nonemployee Directors
Centennial Bancorp Restated 1995 Stock Incentive Plan
2003 Stock Incentive Plan
Tehama Bancorp 1999 Stock Option Plan
California Independent Bancorp 1989 Amended and Restated Stock Option Plan
California Independent Bancorp 1996 Stock Option Plan
California Independent Bancorp 2000 Equity Incentive Plan
Amended and Restated Humboldt Bancorp & Subsidiaries 2001 Equity Incentive Plan
Amended Humboldt Bancorp Stock Option Plan
Western Sierra Bancorp 2004 Stock Option Plan
Western Sierra Bancorp 1999 Stock Option Plan
Western Sierra Bancorp 1997 Stock Option Plan
Auburn Community Bancorp 2003 Stock Option Plan
Sentinel Community Bank 1999 Stock Option Plan
Western Sierra National Bank 1989 Stock Option Plan
North Bay Bancorp Amended and Restated 2002 Incentive Compensation Plan (Formerly North Bay Bancorp 2002 Stock Option Plan)
North Bay Bancorp Stock Option Plan
2007 Long Term Incentive Plan
Umpqua Bank 401(k) and Profit Sharing Plan
Umpqua Holdings Corporation 2013 Incentive Plan
Northern Empire Bancshares 1997 Stock Option Plan
Sterling Savings Bank Employee Savings and Investment Plan & Trust
Sterling Financial Corporation 2007 Long-Term Incentive Plan
Sterling Financial Corporation 2010 Long-Term Incentive Plan
(Full Title of Plans)
Clint E. Stein
President and Chief Executive Officer
Columbia Banking System, Inc.
1301 A Street
Tacoma, Washington 98402-4200
(Name and address of agent for service)
(253) 305-1900
(Telephone number, including area code, of agent for service)
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.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ (Do not check if a small reporting company) | Small reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
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. ☐
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 or Post-Effective Amendment No. 2, as applicable, relating to each of the following Registration Statements on Form S-8 or Form S-4, as applicable (collectively, the “Prior Registration Statements”) is being filed by Umpqua Holdings Corporation (the “Registrant” or “Umpqua”) to terminate all offerings under the Prior Registration Statements and to deregister any and all shares of Umpqua common stock, no par value per share (the “Shares”), together with any and all plan interests and other securities registered but unsold as of the date hereof thereunder (note that the Share numbers listed below do not take into account any applicable corporate actions, such as stock splits, that may have been taken in the interim):
| 1. | Registration Statement on Form S-8, File No. 333-77259, filed with the Securities and Exchange Commission (the “Commission”) on April 28, 1999, relating to the registration of 1,121,400 Shares issuable pursuant to the Umpqua Holdings Corporation Stock Option Plan. |
| 2. | Registration Statement on Form S-8, File No. 333-58978, filed with the Commission on April 16, 2001, relating to the registration of 1,000,000 Shares issuable pursuant to the 2000 Stock Option Plan. |
| 3. | Post-Effective Amendment No. 1 to Form S-4 on Form S-8 Registration Statement, File No. 333-101357, filed with the Commission on November 21, 2002, relating to the registration of 807,312 Shares issuable pursuant to the Centennial Bancorp 1993 Incentive Stock Option Plan, Centennial Bancorp 1993 Stock Option Plan for Nonemployee Directors and Centennial Bancorp Restated 1995 Stock Incentive Plan. |
| 4. | Registration Statement on Form S-8, File No. 333-105637, filed with the Commission on May 29, 2003, relating to the registration of 2,000,000 Shares issuable pursuant to the 2003 Stock Incentive Plan. |
| 5. | Registration Statement on Form S-8, File No. 333-117679, filed with the Commission on July 27, 2004, relating to the registration of 114,157 Shares issuable pursuant to the Tehama Bancorp 1999 Stock Option Plan. |
| 6. | Post-Effective Amendment No. 1 to Form S-4 on Form S-8 Registration Statement, File No. 333-117680, filed with the Commission on July 27, 2004, relating to the registration of 986,389 Shares issuable pursuant to the California Independent Bancorp 1989 Amended and Restated Stock Option Plan, California Independent Bancorp 1996 Stock Option Plan, California Independent Bancorp 2000 Equity Incentive Plan, Amended and Restated Humboldt Bancorp & Subsidiaries 2001 Equity Incentive Plan and Amended Humboldt Bancorp Stock Option Plan. |
| 7. | Post-Effective Amendment No. 1 to Form S-4 on Form S-8 Registration Statement, File No. 333-135071, filed with the Commission on June 16, 2006, relating to the registration of 723,418 Shares issuable pursuant to the Western Sierra Bancorp 2004 Stock Option Plan, Western Sierra Bancorp 1999 Stock Option Plan, Western Sierra Bancorp 1997 Stock Option Plan, Auburn Community Bancorp 2003 Stock Option Plan, Sentinel Community Bank 1999 Stock Option Plan and Western Sierra National Bank 1989 Stock Option Plan. |
| 8. | Post-Effective Amendment No. 1 to Form S-4 on Form S-8 Registration Statement, File No. 333-143347, filed with the Commission on May 30, 2007, relating to the registration of 542,327 Shares issuable pursuant to the North Bay Bancorp Amended and Restated 2002 Incentive Compensation Plan (Formerly North Bay Bancorp 2002 Stock Option Plan) and North Bay Bancorp Stock Option Plan. |
| 9. | Registration Statement on Form S-8, File No. 333-144766, filed with the Commission on July 23, 2007, relating to the registration of (i) 1,000,000 Shares issuable pursuant to the 2007 Long Term Incentive Plan and (ii) an indeterminate amount of plan interests in the Umpqua Bank 401(k) and Profit Sharing Plan. |
| 10. | Registration Statement on Form S-8, File No. 333-188291, filed with the Commission on May 2, 2013, relating to the registration of 4,000,000 Shares issuable pursuant to the Umpqua Holdings Corporation 2013 Incentive Plan. |
| 11. | Post-Effective Amendment No. 1 to Form S-4 on Form S-8 Registration Statement, File No. 333-192346, filed with the Commission on April 18, 2014, relating to the registration of 786,360 Shares issuable pursuant to the Northern Empire Bancshares 1997 Stock Option Plan, Sterling Savings Bank Employee Savings and Investment Plan & Trust, Sterling Financial Corporation 2007 Long-Term Incentive Plan and Sterling Financial Corporation 2010 Long-Term Incentive Plan. |
| 12. | Registration Statement on Form S-8, File No. 333-211381, filed with the Commission on May 16, 2016, relating to the registration of 4,000,000 Shares issuable pursuant to the Umpqua Holdings Corporation 2013 Incentive Plan. |
On October 11, 2021, the Registrant entered into an Agreement and Plan of Merger, as amended on January 9, 2023 (the “Merger Agreement”) with Columbia Banking System, Inc. (“Columbia”) and Cascade Merger Sub, Inc., a direct, wholly-owned subsidiary of Columbia (“Merger Sub”), pursuant to which, on February 28, 2023, (i) Merger Sub merged with and into Umpqua (the “Merger”), with Umpqua surviving the merger (the “Surviving Entity”) and (ii) immediately following the Merger, the Surviving Entity merged with and into Columbia (the “Second Step Merger” and, together with the Merger, the “Mergers”), with Columbia continuing as the surviving corporation in the Second Step Merger.
In connection with the Mergers, the Registrant has terminated all offerings of the Registrant’s securities pursuant to the Prior Registration Statements. Accordingly, pursuant to the undertakings made by the Registrant in the Prior Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that remain unsold at the termination of the offerings, this Post-Effective Amendment No. 1 and Post-Effective Amendment No. 2 hereby remove from registration all of such securities registered under the Prior Registration Statements that remain unsold as of the date of this Post-Effective Amendment No. 1 and Post-Effective Amendment No. 2.
SIGNATURES
Pursuant to 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 for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 and Post-Effective Amendment No. 2, as applicable, to the Prior Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Tacoma, State of Washington, on March 1, 2023.
| COLUMBIA BANKING SYSTEM, INC. (as successor by merger to Umpqua Holdings Corporation) | ||
| By: | /s/ Kumi Yamamoto Baruffi | |
| Name: Kumi Yamamoto Baruffi | ||
| Title: General Counsel | ||
No other person is required to sign this Post-Effective Amendment No. 1 and Post-Effective Amendment No. 2, as applicable, to the Prior Registration Statements in reliance upon Rule 478 under the Securities Act of 1933, as amended.