Newbridge Bancorp Direct Stock Purchase Plan
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Prospectus NewBridge Bancorp Direct Stock Purchase Plan 3,000,000 shares of NewBridge Bancorp common stock, par value $5.00 per share This prospectus describes the NewBridge Bancorp (“NewBridge”) Direct Stock Purchase Plan (the “Plan”). The Plan promotes long-term ownership in NewBridge by offering: • a simple, cost-effective method for you to purchase, sell or transfer shares of NewBridge common stock; • a way to increase your holdings of NewBridge common stock by reinvesting your cash dividends; and • the opportunity to purchase additional shares by making optional cash investments; You do not have to be a current shareholder of NewBridge to participate in the Plan. Participants may own and transfer shares without holding certificates. The Plan will become effective on November 23, 2007 and will replace the former LSB Bancshares, Inc. Direct Stock Purchase Plan. Participants in the former LSB Bancshares, Inc. Direct Stock Purchase Plan will automatically become participants in the Plan. The Plan may purchase NewBridge common stock directly from NewBridge or on the open market, as periodically determined by NewBridge. NewBridge common stock is quoted on the Nasdaq Global Select Market under the symbol “NBBC.” INVESTING IN OUR STOCK INVOLVES RISKS. PLEASE CAREFULLY CONSIDER THE “RISK FACTORS” BEGINNING ON PAGE 2 OF THIS PROSPECTUS AND THE INFORMATION BELOW “WHAT ARE THE DISADVANTAGES OR RISKS OF THE PLAN?” ON PAGE 5. THIS PROSPECTUS IS NOT AN OFFER TO SELL SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY SECURITIES IN ANY STATE OR COUNTRY WHERE THE OFFER OR SALE IS NOT PERMITTED. THE SHARES OFFERED ARE OUR EQUITY SECURITIES AND ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF ANY BANK SUBSIDIARY OF OURS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE DEPOSIT INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this Prospectus is November 14, 2007. NEWBRIDGE BANCORP DIRECT STOCK PURCHASE PLAN This prospectus describes the NewBridge Bancorp (“NewBridge”) Direct Stock Purchase Plan (the “Plan”) that will become effective on November 23, 2007. The Plan will replace the former LSB Bancshares, Inc. Direct Stock Purchase Plan as of November 23, 2007. Computershare Trust Company, N.A. (the “Administrator”) administers the former LSB Bancshares, Inc. Direct Stock Purchase Plan, and will also administer the Plan. The shares of NewBridge common stock purchased by participants under the Plan may be newly issued shares or may be shares purchased by the Administrator on the open market, as directed by us. The Plan is designed for long-term investors who wish to invest and build their share ownership over time. The Plan provides you the opportunity to reinvest all or a portion of the cash dividends paid on NewBridge common stock into additional shares of NewBridge common stock. The Plan includes a stock purchase feature permitting participants to make optional cash purchases of additional shares of NewBridge common stock. An initial investment in our stock can also be made through the Plan. You can also sell shares through the Plan. Unlike an individual stock brokerage account, the timing of purchases and sales is subject to the provisions of the Plan, as discussed below. You can participate in the Plan if you are a registered holder of NewBridge common stock. In addition, if you are a participant in the former LSB Bancshares, Inc. Direct Stock Purchase Plan, you will automatically become a participant in the Plan on November 23, 2007. If you do not own NewBridge common stock, you can become a participant by making your initial purchase of NewBridge common stock directly through the Plan. If you are not a participant in the former LSB Bancshares, Inc. Direct Stock Purchase Plan and you would like to participate in the Plan, you can enroll by completing an enrollment form and sending it to the Administrator. Please see question number 5 for information on how to obtain an enrollment form from the Administrator. Participation in the Plan is strictly voluntary. Participants may terminate their enrollment in the Plan and withdraw their shares from their accounts at any time, subject to the terms outlined in this prospectus. About This Prospectus This document is called a prospectus and is part of a registration statement that we filed with the Securities and Exchange Commission (“SEC”) relating to the shares of our stock offered under the Plan. This prospectus does not include all of the information in the registration statement. The registration statement containing this prospectus, including exhibits to the registration statement, provides additional information about NewBridge, the Plan and the securities offered. The registration statement can be read at the SEC web site at www.sec.gov or at the SEC office mentioned under the heading “Where You Can Find More Information.” You should rely only on the information contained in or incorporated by reference into this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained in or incorporated by reference into this prospectus is accurate only as of the date on the front cover of this prospectus or the date of the document incorporated by reference. Our business, financial condition, results of operations and prospects may have changed since those dates. Unless otherwise mentioned or unless the context requires otherwise, (i) all references in this prospectus to “we,” “us,” “our” or similar references mean NewBridge, and (ii) all references in this prospectus to “stock,” “our stock,” “NewBridge stock,” “your stock,” “shares,” or “NewBridge shares” refer to NewBridge common stock. NewBridge common stock is listed on the Nasdaq Global Select Market and trades under the ticker symbol “NBBC”. On November 6, 2007, the closing price of our stock on the Nasdaq Global Select Market was $11.01 per share. Where You Can Find More Information We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s web site at www.sec.gov . You may also read and copy any reports, statements or other information that we file at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Please call the SEC at 1- 800-SEC-0330 for further information about the Public Reference Room. You can also find information about us by visiting our web site at www.newbridgebank.com. The SEC allows us to “incorporate by reference” into this prospectus the information in documents we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. In other words, in the case of a conflict or inconsistency between information contained in this prospectus and information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed later. We incorporate by reference the documents listed below that we have filed with the SEC and any future filings (other than information furnished, and not filed, pursuant to Items 2.02 or 7.01 in any Form 8-K filing or any other item that permits us to furnish, rather than file, information) we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, until the Plan is terminated: • Annual Report on Form 10-K for the fiscal year ended December 31, 2006. • Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2007, June 30, 2007 and September 30, 2007. • Current Reports on Form 8-K and 8-K/A filed on January 23, 2007, February 6, 2007, February 22, 2007, February 27, 2007, March 23, 2007, April 18, 2007, May 18, 2007, July 19, 2007, August 1, 2007, August 3, 2007, August 23, 2007, September 17, 2007, September 18, 2007, October 1, 2007, October 2, 2007, October 15, 2007, October 19, 2007 and November 2, 2007 (other than the portions of those documents not deemed to be filed). • The description of our stock contained in the Registration Statement on Form S-4 filed on April 30, 2007 (the “Form S-4”) under the heading “Description of LSB Capital Stock”, including any subsequent amendment or any report filed for the purpose of updating that description. You may request a copy of these filings (other than exhibits to such documents, unless the exhibits are specifically incorporated by reference in such documents) at no cost to you by calling NewBridge’s Corporate Secretary at (336) 369-0900 or writing to: Office of the Corporate Secretary, NewBridge Bancorp, 1501 Highwoods Boulevard, Suite 400, Greensboro, North Carolina 27410. NewBridge On July 31, 2007, FNB Financial Services Corporation merged with and into LSB Bancshares, Inc. The resulting company, NewBridge Bancorp is a bank holding company incorporated under the laws of the State of North Carolina, headquartered in Greensboro, North Carolina and registered under the federal Bank Holding Company Act of 1956. Our principal business is providing banking and other financial services through our bank subsidiary, NewBridge Bank.