SUMMARY

This summary is a brief overview of the key aspects of the merger and the issuance of shares of NCC common stock and cash in the merger. This summary only identifies those aspects of the merger that are most significant to you in your review of this proxy statement-prospectus. It is necessarily general and abbreviated, and it is not intended to be a complete explanation of all of the matters covered in this proxy statement-prospectus. To understand the merger and the issuance of cash and shares of NCC common stock in the merger, please see the more complete and detailed information in the sections that follow this summary, as well as the financial statements and appendices included in this proxy statement-prospectus. You are urged to read all of these documents in their entirety prior to returning your proxy or voting at the special meeting of stockholders.

Each item in this summary refers to the page of this proxy statement-prospectus on which that subject is discussed in more detail.

The Companies (See page 90 for NCC and NBC and page 167 for Reunion)

National Commerce Corporation and National Bank of Commerce

NCC, a Delaware corporation, is a bank holding company headquartered in Birmingham, Alabama. Substantially all of the operations of NCC are conducted through NCC’s wholly owned subsidiary, NBC. NBC currently operates eight full-service banking offices in Alabama (in Birmingham, Huntsville, Auburn-Opelika, and Baldwin County) and seven full-service banking offices in central Florida (in Longwood, Winter Park, Orlando, Oviedo, Kissimmee, and Vero Beach). Six of NBC’s seven Florida banking offices operate under the trade name “United Legacy Bank, a division of National Bank of Commerce.” NBC also owns a 70% equity interest in CBI Holding Company, LLC (“CBI”), which owns Corporate Billing, LLC (“Corporate Billing”), a transaction-based finance company headquartered in Decatur, Alabama, that provides factoring, invoicing, collection, and accounts receivable management services to transportation companies and automotive parts and service providers throughout the United States and parts of Canada. The main office of NCC and NBC is located at 813 Shades Creek Parkway, Suite 100, Birmingham, Alabama 35209, and the telephone number is (205) 313-8100.

The principal business of NBC is to accept demand and savings deposits from the general public and to invest these funds in residential mortgage, commercial and consumer loans and investment securities. NBC offers a broad array of competitively priced products and services, either directly or through relationships with third-party providers.

NCC is currently exploring an opportunity to form and operate a captive insurance company subsidiary that would insure NCC and its subsidiaries against certain risks arising from NCC’s operations and pool resources with similar insurance company subsidiaries of other financial institutions to spread a limited amount of risk among themselves. If NCC elects to move forward, NCC would first be required to file a certification with the Board of Governors of the Federal Reserve System (the “Federal Reserve”) to become a “financial holding company” under the Bank Holding Company Act of 1956, as amended (the “BHCA”), which designation, once effective, would allow NCC to engage in a broader range of non-banking activities.

NCC’s management believes that the proposed merger will enable NCC to fulfill a variety of strategic objectives. Specifically, management believes that it is necessary for NCC to continue to grow in order to offer the breadth of products and services necessary to compete effectively and to manage increasingly complex regulatory compliance, operational and risk management requirements efficiently. Management believes that NCC’s financial condition, results of operations and capital and asset quality ratios are of sufficient strength to enable it to make acquisitions while maintaining strong capital ratios.

 

Reunion Bank of Florida

Reunion is a Florida banking corporation headquartered in Tavares, Florida. Reunion operates four full-service banking offices and two loan production offices located in five counties in Florida. Reunion’s main office is located at 1892 East Burleigh Boulevard, Tavares, Florida 32778, and its telephone number is (352) 508-1030.

Reunion is in the business of community banking, which consists of accepting deposits from its client base and making loans and other investments. Reunion’s chief source of funds for loans and investments is a diversified array of traditional deposit services. Reunion’s principal sources of income are interest and fees collected on loans, interest earned on other investments and other service charge revenue. Its principal expenses are interest paid on deposit products, other borrowings, compensation and other overhead-related costs.

Reunion’s board of directors has unanimously approved the merger agreement and believes that the merger is in the best interests of Reunion’s stockholders. See “Proposal No. 1 – The Merger; Reasons for the Merger” beginning on page 51, “Proposal No. 1 – The Merger; Opinion of Reunion’s Financial Advisor” beginning on page 52 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Reunion” beginning on page 171.

The Merger Agreement (See page 68)

Under the terms of the merger agreement, Reunion will merge with and into NBC, with NBC as the surviving entity. NCC and NBC will continue their existence under Delaware law and the laws of the United States, respectively, while Reunion will cease to exist; provided, however, that, subject to applicable laws and non-objection from applicable regulatory authorities, the parties intend for the former banking offices of Reunion to continue to operate and conduct business under the trade name “Reunion Bank of Florida, a division of National Bank of Commerce” for at least two years. The merger agreement is attached to this proxy statement-prospectus as Appendix A and is incorporated into this proxy statement-prospectus by reference. You are encouraged to read the entire merger agreement carefully, as it is the legal document that governs the proposed merger.

What You Will Receive in the Merger (See page 68)

If the merger is completed, Reunion stockholders will have the opportunity to elect to receive, for each of their shares, either (i) 0.7273 shares of NCC common stock, which is referred to herein as the “exchange ratio,” or (ii) $16.00 in cash, without interest. However, under the terms of the merger agreement, the total number of shares of Reunion common stock that will be converted into a right to receive cash will be equal to, as nearly as practicable, but will in no event exceed, 460,355 shares, and therefore the remaining 1,841,418 shares of Reunion common stock outstanding will be converted into a right to receive shares of NCC common stock. Accordingly, elections by Reunion stockholders to receive a particular form of consideration, whether cash or shares of NCC common stock, will be prorated as necessary to cause the aggregate mix of consideration issuable to Reunion stockholders in the merger to comply with the foregoing allocation. Any shares of Reunion common stock for which no valid election has been made will be converted into the right to receive shares of NCC common stock; provided, however, that such shares of Reunion common stock may instead be converted into a right to receive cash if the aggregate number of shares of Reunion common stock for which an election has been made to receive shares of NCC common stock exceeds the maximum number of shares issuable in accordance with the consideration allocation contemplated by the merger agreement. For more information, including an example applying the proration formula, see “The Merger Agreement – Proration Procedures” beginning on page 70.

No fractional shares of NCC common stock will be issued in the merger. Instead, NCC will make a cash payment without interest to each Reunion stockholder who would otherwise receive a fractional share of NCC common stock in an amount determined by multiplying the fraction of a share of NCC common stock otherwise

 

issuable by the average closing price (rounded to two decimal places) for a share of NCC common stock as reported by Nasdaq during the ten (10) consecutive business days ending on the fifth business day prior to the date of the closing of the merger. The amount of cash available for cash payments in lieu of fractional shares will not be affected by the cash limitation described above, nor will the amount of cash payable pursuant to cash elections be affected by cash payments in lieu of fractional shares.

Cash and Stock Elections (See page 69)

A form of election will be provided to Reunion stockholders at a later date, and Reunion stockholders should carefully review and follow the instructions that will be included with the election form. The deadline to make an election will be 5:00 p.m. Eastern Time on the day before the special meeting of Reunion stockholders (or [●], 2015). In the event that Reunion stockholders elect to receive, in the aggregate, a particular form of consideration in an amount that exceeds the predetermined allocation, all stockholders who elected to receive such form of consideration will have their elections prorated as necessary to cause the aggregate mix of consideration to equal, as nearly as practicable, the allocation set forth in the merger agreement. Accordingly, Reunion stockholders may receive a consideration mix that is different from the consideration that they elect to receive.

Effect of the Merger on Reunion Options (See page 72)

As of June 30, 2015, there were 286,343 outstanding options to purchase Reunion common stock, with a weighted average exercise price of $10.26 per share. The merger agreement provides that each outstanding and unexercised option to purchase shares of Reunion common stock will cease to represent an option to purchase Reunion common stock at the effective time of the merger and will be converted automatically into an option to purchase NCC common stock, and that NCC will assume each Reunion option subject to its terms, including any acceleration in vesting that will occur as a consequence of the merger. At the effective time of the merger, (i) the number of shares of NCC common stock purchasable upon exercise of each Reunion option will equal the product obtained by multiplying the number of shares of Reunion common stock that were purchasable under the Reunion option immediately before the effective time of the merger by the exchange ratio, rounded to the nearest whole share; and (ii) the per share exercise price for each Reunion option will equal the quotient obtained by dividing the per share exercise price of the Reunion option in effect immediately before the effective time of the merger by the exchange ratio, rounded to the nearest cent.

Your Expected Tax Treatment as a Result of the Merger (See page 63)

In general, Reunion stockholders who receive only NCC common stock for their shares of Reunion common stock are not expected to recognize any gain or loss for U.S. federal income tax purposes as a result of the merger. Maynard, Cooper & Gale, P.C. has issued an opinion, which it will confirm as of the effective date of the merger, that the merger qualifies as a tax-free reorganization under Section 368(a) of the Internal Revenue Code and that Reunion stockholders will not recognize gain or loss in connection with the exchange of their shares (except with respect to any cash received). The opinion will not bind the Internal Revenue Service, which could take a different view. This tax treatment will not apply to any Reunion stockholder who receives cash consideration in the merger in exchange for Reunion common stock, or who receives cash pursuant to the exercise of dissenters’ rights.

Any stockholder of Reunion who receives cash in the merger, whether as a result of the cash election, the receipt of cash in lieu of fractional shares, as a result of perfecting dissenters’ rights or otherwise, will recognize gain to the extent the cash received exceeds the stockholder’s tax basis in his or her Reunion common stock. See “Material United States Federal Income Tax Consequences of the Merger” beginning on page 63 for additional information.

 

Determining the actual tax consequences of the merger to you as an individual taxpayer can be complicated. The tax treatment will depend on your specific situation and many variables not within NCC’s or Reunion’s control. For these reasons, you are urged to consult with your tax advisor concerning the federal and any applicable state, local or other tax consequences of the merger to you.

Dissenters’ Rights (See page 89)

A Reunion stockholder who wishes to exercise dissenters’ rights of appraisal with respect to the merger must (i) either give written notice to Reunion prior to the special meeting that he or she dissents from the plan of merger or vote against the merger at the special meeting, and (ii) deliver to NBC a written request for an appraisal of his or her shares, along with any certificates representing such shares, within thirty (30) days after the consummation of the merger. Failure to adhere strictly to the requirements and procedures of the applicable dissenters’ rights provisions may result in the loss, termination or waiver of your right to dissent. The value of your shares determined for this purpose may be more or less than the per-share consideration to be paid in the merger. Pursuant to the merger agreement, NCC’s board of directors may terminate the merger agreement and abandon the merger if dissenters’ rights of appraisal are properly asserted with respect to more than 5% of the outstanding shares of Reunion common stock.

If you sign and send in your proxy card and do not indicate how you want to vote on the merger proposal, your proxy will be voted FOR the proposal to approve the merger agreement, and you will effectively waive your appraisal rights. Therefore, a Reunion stockholder who submits a proxy and who also wishes to exercise appraisal rights must either (i) submit a proxy containing instructions to vote against the adoption of the merger agreement or (ii) abstain from voting on the adoption of the merger agreement and submit a written notice to Reunion prior to the special meeting of his or her intent to dissent from the merger.

Appendix B includes the relevant statutory provisions regarding these rights. See “Dissenters’ Rights of Appraisal” beginning on page 89 for additional information on how to assert dissenters’ rights. In view of the complexity of the procedures specified under applicable law, stockholders who wish to pursue dissenters’ appraisal rights should promptly consult their legal, financial and tax advisors.

If you hold your shares of Reunion common stock through a bank, brokerage firm, trust or other nominee and you wish to exercise dissenters’ appraisal rights, you should consult with your bank, brokerage firm, trust or other nominee to determine the appropriate procedures for the making of a demand for appraisal through your nominee.

Comparative Stock Prices (See page 43 for NCC and page 44 for Reunion)

NCC

NCC common stock is traded on the Nasdaq Global Select Market under the symbol “NCOM.” The closing price of NCC common stock on [●], 2015, the last practicable date before the mailing of this proxy statement-prospectus, was $[●]. The value of the shares of NCC common stock to be issued in the merger will fluctuate between now and the closing of the merger.

Reunion

Reunion common stock does not currently trade on any securities exchange or interdealer quotation system. The last known sale price for a share of Reunion common stock prior to the mailing of this proxy statement-prospectus was $[●] on [●], 2015.

 

NCC Dividends (See page 43)

NCC’s board of directors has not declared a dividend since its inception and does not expect to do so in 2015. Future determinations regarding dividend policy will be made at the discretion of NCC’s board of directors based on factors that it deems relevant at that time.

Reunion’s Reasons for the Merger (See page 51)

In deciding to engage in the merger transaction, Reunion’s management and board of directors noted, and consulted with its legal counsel and financial advisor regarding, numerous factors, including the following:

 

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the value of the consideration to be received by Reunion’s stockholders compared to stockholder value for Reunion as an independent entity;

 

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information concerning the business, operations, earnings, asset quality, financial condition, prospects and capital levels of Reunion and NCC, both individually and as a combined entity;

 

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perceived risks and uncertainties attendant to Reunion’s operation as an independent banking organization, including risks and uncertainties related to the continuing low interest rate environment and the high and increasing cost of regulatory compliance;

 

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the enhanced capital position and earnings of the combined entity on a pro forma basis and the potential positive implications for the ability to grow;

 

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the compatibility of NCC’s management team, strategic objectives, culture and geographic footprint with those of Reunion;

 

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the financial terms of recent business combinations in the financial services industry and a comparison of the multiples of selected combinations with the terms of the proposed merger;

 

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the increased importance of scale in the banking industry;

 

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the receipt of the stock consideration by Reunion’s stockholders on a tax-free basis;

 

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the opinion of Monroe Financial Partners, Inc. (“Monroe”) that the consideration to be received by Reunion’s stockholders in the merger is fair, from a financial point of view, to the stockholders of Reunion; and

 

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the likelihood of the merger being approved by applicable regulatory authorities without undue conditions or delay.

See “Proposal No. 1 – The Merger; Reasons for the Merger” beginning on page 51 for additional information.

Opinion of Reunion’s Financial Advisor (See page 52)

In deciding to approve the merger, Reunion’s board of directors considered the opinion of its financial advisor, Monroe. Monroe, an investment banking and financial advisory firm, has given a fairness opinion to the Reunion board of directors that the consideration to be received by Reunion’s stockholders is fair, from a financial point of view, to the stockholders of Reunion. The opinion is based on and subject to the procedures, matters and limitations described in the opinion and other matters that Monroe considered relevant. The fairness opinion is attached to this proxy statement-prospectus as Appendix C. All stockholders of Reunion are urged to read the entire opinion, which describes the procedures followed, matters considered and limitations on the review undertaken by Monroe in providing its opinion. See “Proposal No. 1 – The Merger; Opinion of Reunion’s Financial Advisor” beginning on page 52 for additional information.

 

The Reunion Board of Directors Recommends Stockholder Approval of the Merger Agreement (See page 47)

The Reunion board of directors has unanimously approved the merger agreement and believes that the merger is in the best interests of Reunion’s stockholders. The board unanimously recommends that you vote FOR approval of the merger agreement and the merger.

Information About the Special Meeting of Reunion Stockholders (See page 45)

A special meeting of the stockholders of Reunion will be held on [●], 2015, at [●], local time. The meeting will be held at [●]. At the meeting, the stockholders of Reunion will vote on the merger agreement described herein. If Reunion’s stockholders approve the merger agreement and the conditions to completing the merger are satisfied, the parties expect to complete the merger shortly after the special stockholders’ meeting. See “The Reunion Special Meeting” beginning on page 45 for additional information.

Quorum and Vote Required at the Reunion Special Meeting (See page 45)

Stockholders who own Reunion common stock at the close of business on [●], 2015, the record date, will be entitled to vote at the meeting. A majority of the issued and outstanding shares of Reunion common stock, as of the record date for the meeting, must be present in person or by proxy at the meeting in order for a quorum to be present. If a quorum is not present at the meeting, the meeting will be adjourned, and no vote will be taken until and unless a quorum is present. Approval of the merger agreement requires the affirmative vote of two-thirds of the shares of Reunion common stock issued and outstanding on the record date. Approval of the Adjournment Proposal requires the affirmative vote of a number of shares greater than the number of shares cast against the Adjournment Proposal. See “The Reunion Special Meeting – Record Date; Quorum and Voting Requirement” beginning on page 45 for additional information.

Share Ownership of Management (See page 99 for NCC and page 169 for Reunion)

Reunion

As of the record date for the Reunion special meeting, directors and executive officers of Reunion had or shared voting or dispositive power over approximately [●]% of the issued and outstanding Reunion common stock. Reunion’s directors have entered into written agreements with NCC providing that they will vote the shares over which they have voting power, subject to their fiduciary duties, in favor of the merger agreement.

The directors and executive officers of NCC do not have or share voting or dispositive power over any of the issued and outstanding shares of Reunion common stock.

NCC

As of the date of this proxy statement-prospectus, directors and executive officers of NCC have or share voting or dispositive power over approximately [●]% of the issued and outstanding shares of NCC common stock.

The directors and executive officers of Reunion do not currently have or share voting or dispositive power over any of the issued and outstanding shares of NCC common stock.

Structure of the Merger (See page 48)

As a result of the merger, Reunion will cease to exist. However, subsequent to the merger and subject to applicable laws and non-objection from applicable regulatory authorities, the parties intend for the former

 

banking offices of Reunion to continue to operate and conduct business under the trade name “Reunion Bank of Florida, a division of National Bank of Commerce” for at least two years following the effective time of the merger.

Regulatory Approval (See page 62)

The proposed merger cannot be completed unless it is approved by the Office of the Comptroller of the Currency (the “OCC”). Although the parties do not know of any reason why the necessary regulatory approval could not be obtained in a timely manner, there can be no certainty as to whether or when such approval will be obtained, or what, if any, conditions may be imposed in connection with such approval.

Conditions to Completing the Merger (See page 74)

The merger will only be completed if certain mutual conditions are met, including the following:

 

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approval by Reunion’s stockholders of the merger agreement by the required vote;

 

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approval of the merger and the transactions contemplated thereby by applicable regulatory authorities;

 

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receipt of all third-party consents (other than the regulatory consents described above) necessary to consummate the merger, other than those that would not have a material adverse effect on the party required to obtain the consent if not obtained;

 

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receipt by Reunion and NCC of an opinion from Maynard, Cooper & Gale, P.C. that the merger qualifies as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code;

 

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the absence of a stop order suspending the effectiveness of NCC’s registration statement under the Securities Act and any action, suit, proceeding or investigation for that purpose with respect to the shares of NCC common stock to be issued to Reunion stockholders; and

 

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the absence of an order, decree or injunction enjoining or prohibiting completion of the merger, or the initiation of or known threat of any action or proceeding seeking to restrain consummation of the merger, that renders such transactions impossible or inadvisable in the opinion of either party.

If these and certain other conditions specific to the respective parties are satisfied, NCC, NBC and Reunion contemplate that they will complete the merger in the fourth quarter of 2015. See “The Merger Agreement – Conditions to the Merger” beginning on page 74 for additional information.

Termination and Termination Fee (See page 82)

The merger agreement may be terminated, either before or after stockholder approval, under certain circumstances described in detail elsewhere in this proxy statement-prospectus. If NCC terminates the merger agreement because Reunion’s board withdraws or changes its recommendation of the merger agreement, cancels the meeting at which Reunion’s stockholders or board will vote on the merger agreement, allows the acquisition by any person of a majority of Reunion’s outstanding common stock or recommends, approves or announces a transaction for the sale to or merger with an entity other than NBC, or if Reunion terminates the merger agreement because it has received an offer for such an acquisition transaction, then Reunion (or its successor) must pay NCC a termination fee of $1,250,000.

Pursuant to the merger agreement, NCC’s board of directors may terminate the merger agreement and abandon the merger of NBC and Reunion if dissenters’ rights of appraisal are properly asserted with respect to more than 5% of the outstanding shares of Reunion common stock.

 

Some of Reunion’s Directors and Executive Officers Have Interests in the Merger that Differ from the Interests of Reunion’s Stockholders Generally (See page 83)

Some of the executive officers and directors of Reunion have interests in the merger that are different from, or in addition to, those of Reunion stockholders generally. The members of the Reunion board of directors knew about these additional interests and considered them when they approved the merger agreement. These interests are described below.

 

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The merger agreement calls for an aggregate of $830,416 in lump sum cash payments to be made at the closing of the merger to five of Reunion’s executive officers ($230,382 to Michael L. Sleaford, $207,314 to James J. Bange, Jr., $57,720 to M. Mark Bowling, $175,000 to Mark Chastain and $160,000 to Chad Bowling) in connection with the termination of these executives’ existing employment and related agreements with Reunion.

 

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Pursuant to the merger agreement, NBC entered into employment agreements with four executive officers of Reunion that take effect as of the effective date of the merger and provide for an initial term of either five years (for Mr. Sleaford and Mr. Bange) or three years (for Mr. Chastain and Mr. C. Bowling), and provide that:

 

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the executives are entitled to receive minimum annual base salaries of $286,500 for Mr. Sleaford; $220,500 for Mr. Bange; $187,500 for Mr. Chastain and $168,000 for Mr. C. Bowling, which amounts increase to $295,500, $226,000, $200,000 and $180,000, respectively, as of January 1, 2016;

 

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the executives are entitled to receive vacation days, paid sick days and reimbursement for specified types of business expenses;

 

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the executives are entitled to receive certain perquisites (including monthly membership dues in a social or country club for each of these employees, a $500 monthly automobile allowance for Messrs. Bange, Chastain and C. Bowling, and the adoption by NBC of Supplemental Executive Retirement Plans with payment obligations to Messrs. Sleaford and Bange having an estimated net present value on the date of the employment agreements of $158,908 and $52,396, respectively);

 

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the executives are eligible to receive annual bonuses, participate in NCC’s equity incentive plan and participate in employer-sponsored health and retirement plans;

 

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if NCC terminates the employment of one of these executives other than “for cause” or an executive terminates his employment for “good reason” (as defined in the employment agreements), the executive is entitled to receive salary continuation payments equal to the executive’s base salary then in effect until the later of the end of the original contractual term or the first anniversary date of such termination; and

 

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in the event that the termination of employment occurs either (1) upon the closing of a change in control of NCC that occurs prior to the natural expiration of the term of the agreement, or (2) prior to or upon the natural expiration of the term of the agreement and a change in control of NCC occurs at any time thereafter, Mr. Sleaford and Mr. Bange will be entitled to a one-time payment in an amount calculated by multiplying the sum of the employee’s average base annual salary and the average annual bonus received by the employee from NBC during the three-year period immediately preceding the termination of employment by a specified multiplier set forth in that employee’s agreement (1.495× for Mr. Sleaford and 1.25× for Mr. Bange).

 

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Reunion entered into an agreement with Mr. M. Bowling that terminates his employment agreement and employment with Reunion as of the effective time of the merger and provides that Mr. M. Bowling will receive a severance payment of $57,720 and a lump-sum distribution from NBC of the benefit payable to him under his Supplemental Executive Retirement Plan of approximately $301,695, net of

 

any legally required withholding or other taxes. Mr. M. Bowling has also agreed to perform consulting services for NBC following the merger for consulting fees payable in three equal installments of $30,411.

 

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NBC will make lump-sum distributions of the benefits payable to Messrs. Sleaford and Bange under the change of control provisions of their Supplemental Executive Retirement Plans in the amount of $680,000 and $406,000, respectively, net of any legally required withholding or other taxes.

 

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Pursuant to the merger agreement, Reunion’s executives, along with all full-time employees of Reunion, will be eligible to participate in any benefit plans and arrangements that are made available to all NBC full-time employees, which include health and dental insurance, vision insurance, life insurance and short and long-term disability insurance.

 

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NCC has agreed to increase the size of its board of directors by one seat and to cause NBC to increase the size of its board of directors by one seat as of the effective time of the merger and to fill the vacancy on both boards with a designee selected by NCC and approved by Reunion. NCC has selected, and Reunion has approved, Stephen A. Sevigny, M.D., a current director of Reunion, as the designee to serve on NCC’s and NBC’s boards of directors. As is the case with all non-employee directors of NCC, Dr. Sevigny will be entitled to receive an annual retainer of $10,000, as well as an additional $700 for each board meeting attended, $500 for each committee meeting attended in person, and $300 for any committee meeting attended telephonically. Dr. Sevigny will receive no additional annual retainer or meeting fees for his service on the NBC board of directors.

 

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Under the terms of the merger agreement, NCC has agreed to maintain director and officer liability insurance for the benefit of Reunion’s officers and directors and to indemnify Reunion’s officers and directors for certain liabilities.

 

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Under the terms of the merger agreement, all of the outstanding unvested options to purchase Reunion common stock, including unvested options held by the executives of Reunion, will vest and be assumed by NCC as a result of the merger.

The above-described interests constitute all of the interests of the executive officers and directors of Reunion in the merger apart from their interests as Reunion stockholders generally. For a more complete description of these interests, see “The Merger Agreement – Interests of Certain Persons in the Merger” beginning on page 83.

Employee Benefits of Reunion Employees after the Merger (See page 81)

NCC has agreed to offer to all current employees of Reunion who become NBC employees as a result of the merger substantially similar employee benefits to those that NBC offers to its employees in similar positions.

Differences in Rights of Reunion’s Stockholders after the Merger (See page 208)

Reunion stockholders who receive NCC common stock in the merger will become NCC stockholders as a result of the merger. Their rights as stockholders after the merger will be governed by Delaware law and by NCC’s certificate of incorporation and bylaws. The rights of NCC stockholders are different in certain respects from the rights of Reunion’s stockholders. See “Comparison of Rights of NCC Stockholders and Reunion Stockholders” beginning on page 208 for additional information.