As filed with the U.S. Securities and Exchange Commission on December 17, 2015
Registration No. 333-208372
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
Pre-Effective Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
________________
CITY HOLDING COMPANY
(Exact name of Registrant as specified in its charter)
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West Virginia | | 55-0169957 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
25 Gatewater Road
Charleston, West Virginia 25313
(304) 769-1100
(Address, including zip code, and telephone number, including area code,
of Registrant’s principal executive offices)
_____________________________________
Charles R. Hageboeck
President and Chief Executive Officer
25 Gatewater Road
Charleston, West Virginia 25313
(304) 769-1100
(Name, address, including zip code, and telephone number, including area code, of agent for service for Registrant)
_____________________________________
Copies to:
Michael G. Dailey, Esq.
Christian Gonzalez, Esq.
Dinsmore & Shohl LLP
255 E. Fifth St., Suite 1900
Cincinnati, Ohio 45202
(513) 977-8200
_____________________________________
Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: o
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 the dividend or interest reinvestment plans, check the following box: þ
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. o
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. o
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment hereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o
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 413(b) under the Securities Act, check the following box. o
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.
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Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o | Smaller reporting company o |
| | (Do not check if a smaller reporting | company) |
_____________________________________
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
_____________________________________
EXPLANATORY NOTE
City Holding Company is filing this Pre-Effective Amendment No. 1 (the “Amendment”) to the Registration Statement on Form S-3 initially filed on December 7, 2015, under File No. 333-208372 (the “Registration Statement”). This Amendment is being filed solely to amend Exhibit 5.1 of the Registration Statement, which is the opinion and consent of Dinsmore & Shohl, LLP, legal counsel to City Holding Company. The opinion is being amended to include a statement that the warrants, if issued, will be binding obligations of the Registrant. Accordingly, this Amendment consists solely of the facing page, this Explanatory Note, the signature pages to the Registration Statement, the Exhibit Index to the Registration Statement, and Exhibit 5.1 to the Registration Statement. This Amendment does not modify any provision of the prospectus contained in Part I of the Registration Statement and therefore does not include a copy of the prospectus.
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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charleston, State of West Virginia, on December 17, 2015.
CITY HOLDING COMPANY
By: /s/ Charles R. Hageboeck
Charles R. Hageboeck
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Name Capacity Date
/s/ Charles R. Hageboeck President and Chief Executive December 17, 2015
Charles R. Hageboeck Officer, Director
/s/ David L. Bumgarner Chief Financial Officer December 17, 2015
David L. Bumgarner (Principal Accounting Officer)
/s/ Philip L. McLaughlin Chairman of the Board, Director December 17, 2015
Philip L. McLaughlin*
/s/ John R. Elliot Director December 17, 2015
John R. Elliot*
/s/ Charles W. Fairchilds Director December 17, 2015
Charles W. Fairchilds*
/s/ William H. File, III Director December 17, 2015
William H. File, III*
/s/ Robert D. Fisher Director December 17, 2015
Robert D. Fisher*
/s/ Jay C. Goldman Director December 17, 2015
Jay C. Goldman*
/s/ Patrick C. Graney, III Director December 17, 2015
Patrick C. Graney, III*
/s/ David W. Hambrick Director December 17, 2015
David W. Hambrick*
/s/ Tracy W. Hylton, II Director December 17, 2015
Tracy W. Hylton, II*
/s/ J. Thomas Jones Director December 17, 2015
J. Thomas Jones*
/s/ C. Dallas Kayser Director December 17, 2015
C. Dallas Kayser*
/s/ James L. Rossi Director December 17, 2015
James L. Rossi*
/s/ Sharon H. Rowe Director December 17, 2015
Sharon H. Rowe*
* The above-named directors of the Registrant sign this registration statement on Form S-3 by Charles R. Hageboeck, their attorney-in-fact, pursuant to Powers of Attorney signed by the above-named directors, which Powers of Attorney are filed with this registration statement on Form S-3 as exhibits.
By: /s/ Charles R. Hageboeck
Charles R. Hageboeck
President and Chief Executive Officer
Attorney-in-Fact
CITY HOLDING COMPANY
Registration Statement on Form S-3
EXHIBIT INDEX
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Exhibit | | |
No. | | Description |
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1.1 | | Form of Underwriting Agreement* |
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4.1 | | Form of Certificate of Designation of Series of Preferred Stock* |
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4.2 | | Form of Securities and Warrant Agreement* |
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5.1 | | Opinion of Dinsmore & Shohl LLP |
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23.1 | | Consent of Ernst & Young LLP† |
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23.2 | | Consent of Dinsmore & Shohl LLP** |
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24.1 | | Powers of Attorney for Directors and Executive Officers of City Holding Company†
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__________
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† | Previously filed with the Registration Statement on Form S-3 (File No. 333-208372) filed with the Commission on December 7, 2015. |
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* | To be filed subsequently by an amendment to the registration statement or as an exhibit to a document incorporated by reference herein for the specific offering of securities, if any, to which it relates. |
** Included in Exhibit 5.1 of this registration statement.
EXHIBIT 5.1
December 17, 2015
City Holding Company
25 Gatewater Road
Charleston, West Virginia 25313
Ladies and Gentlemen:
We have acted as counsel to City Holding Company, a West Virginia corporation (the “Company”), in connection with the Registration Statement on Form S-3 (the “Registration Statement”) being filed by the Company with the Securities and Exchange Commission (the “SEC”), including the related prospectus filed with the Registration Statement (the “Prospectus”) and one or more supplements to the Prospectus filed pursuant to Rule 415 under the Securities Act (each, a “Prospectus Supplement”), covering the registration of an unspecified amount of common stock, preferred stock, warrants and units of the Company (the “Securities”).
In rendering this opinion letter, we have examined and relied upon the Registration Statement, the exhibits filed therewith or incorporated therein by reference and such other records, documents and statutes as we have deemed necessary for purposes of the opinions expressed below. We have also examined and relied without investigation as to matters of fact upon such certificates, statements and results of inquiries of officers and representatives of the Company and originals, or copies of originals certified or otherwise identified to our satisfaction, of such other documents, certificates and other instruments as we have considered relevant and necessary to enable us to render the opinions expressed below. We have assumed the genuineness of all signatures on all documents examined by us, the legal competence and capacity of natural persons, the authenticity of documents submitted to us as originals and the conformity with authentic original documents of all documents submitted to us as copies for examination.
Based on the foregoing, and in reliance thereon, we are of the opinion that the Securities covered by the Registration Statement will be validly issued, fully paid and nonassessable, and the warrants will be binding obligations of the Registrant under the law of the jurisdiction governing the warrants, provided that: (i) the Registration Statement, as finally amended (including any necessary pre-effective and post-effective amendments), shall have become effective under the Securities Act; (ii) a Prospectus Supplement with respect to each sale of such Securities shall have been filed with the SEC in compliance with the Securities Act and the General Rules and Regulations promulgated by the SEC thereunder; and (iii) the issuance and sale of the Securities does not violate any applicable law, and is in conformity with the Company’s amended articles of incorporation and bylaws.
The opinions expressed herein are limited solely to the federal laws of the United States of America and the laws of the State of West Virginia. We are not rendering any opinion as to compliance with any federal or state law, rule, or regulation relating to securities, or to the sale or issuance thereof, or the application of securities or “blue sky” laws of any jurisdiction (except federal securities laws). The opinions expressed herein are being furnished in connection with the requirements of Item 601(b)(5) of the SEC’s Regulation S-K, and we express no opinion as to any matter pertaining to the contents of the Registration Statement, the Prospectus or any Prospectus Supplement, other than as expressly stated herein with respect to the issuance of the Securities.
This opinion letter is given as of the date hereof, and we assume no obligation to advise you after the date hereof of facts or circumstances that come to our attention or changes in law that occur that could affect the opinions contained herein.
We hereby consent to your filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Prospectus comprising a part of the Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder.
Very truly yours,
DINSMORE & SHOHL LLP
/s/ Michael G. Dailey, Partner
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