-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B9ONVnF3WAKCRXP9IKXaD8LcOIupKpMkhoxuAcu5FCdkqvke6KuDEWBFXCWK2XzZ j1VmoqsjRYHWLPCnDi4EkQ== 0000891020-98-001023.txt : 19980623 0000891020-98-001023.hdr.sgml : 19980623 ACCESSION NUMBER: 0000891020-98-001023 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980622 EFFECTIVENESS DATE: 19980622 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WASHINGTON BANKING CO CENTRAL INDEX KEY: 0001058690 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 911725825 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-57431 FILM NUMBER: 98652001 BUSINESS ADDRESS: STREET 1: 1421 S W BARLOW STREET STREET 2: P O BOX 990 CITY: OAK HARBOR STATE: WA ZIP: 98277 BUSINESS PHONE: 3606793121 MAIL ADDRESS: STREET 1: 1421 S W BARLOW STREET STREET 2: P O BOX 990 CITY: OAK HARBOR STATE: WA ZIP: 98277 S-8 1 FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 22, 1998. REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ WASHINGTON BANKING COMPANY (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) WASHINGTON 91-1725825 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
1421 S.W. BARLOW STREET, OAK HARBOR, WASHINGTON 98277 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) WHIDBEY ISLAND BANK 401(K) PLAN (FULL TITLE OF THE PLAN) MICHAL D. CANN PRESIDENT AND CHIEF EXECUTIVE OFFICER WASHINGTON BANKING COMPANY 1421 S.W. BARLOW STREET OAK HARBOR, WASHINGTON 98277 (360) 679-3121 (NAME, ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) COPIES OF COMMUNICATIONS TO: SANDRA L. GALLAGHER, ESQ. GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM, P.L.L.C. 2200 WELLS FARGO PLAZA TACOMA, WASHINGTON 98402 (206) 572-5050 CALCULATION OF REGISTRATION FEE ================================================================================================================= PROPOSED MAXIMUM TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF TO BE REGISTERED REGISTERED(1) PRICE PER SHARE(2) PRICE(2) REGISTRATION FEE - ----------------------------------------------------------------------------------------------------------------- Common Stock no par value 200,000 $13.00 $2,600,000 $767.00 =================================================================================================================
(1) Represents an estimate of such presently undeterminable number of shares of Washington Banking Company, parent company of Whidbey Island Bank, as may be purchased with employee contributions pursuant to the Whidbey Island Bank 401(k) Plan (the "Plan"). In addition, pursuant to Rule 416(c) under the Securities Act of 1933 (the "Act"), this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Plan. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h). ================================================================================ 2 PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS The documents containing the information required by Part I of this registration statement on Form S-8 (the "Registration Statement") will be sent or given to Plan participants as specified by Rule 428(b)(1) under the Act. Such documents and the documents incorporated by reference herein pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents have been filed with the Commission by Washington Banking Company (the "Company") and are incorporated herein by reference and made a part hereof: 1. The Company's Prospectus filed with the Commission on April 10, 1998 as part of the Company's Registration Statement on Form SB-2 filed under Registration Number 333-49925, as amended on June 3, 1998 and thereafter, containing audited financial statements for the years ending December 31, 1997, 1996 and 1995 and unaudited financial statements dated as of March 31, 1998. 2. The description of the Common Stock of the Company contained in the Company's Registration Statement on Form 8-A filed with the Commission. 3. All documents filed by the Company and the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be part hereof from the date of the filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES Not Applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not Applicable ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Washington Business Corporation Act, RCW Chapter 23B.08, authorizes indemnification of directors, officers and employees under certain circumstances. The Company's Articles of Incorporation provide, among other things, for the indemnification of the Company's directors and those of any subsidiary of the Company, and authorize the Board to pay reasonable expenses incurred by, or to satisfy a judgment or fine against, a current or former director in connection with any personal legal liability incurred by the individual by reason of the fact that that individual is or was a director and which was not the result of conduct finally adjudged to be "egregious" conduct. "Egregious" conduct is defined as intentional misconduct, a knowing violation of law, or participation in any transaction from which the person will personally receive a benefit in money, property or services to which that person is not legally entitled. The Articles of Incorporation also include a provision that limits the liability of the Company's directors and those of any subsidiary from any personal liability to the Company, such subsidiary or their respective shareholders for conduct not found to have been egregious. The Company has purchased an officers and directors liability insurance policy which provides for insurance of directors and officers of the Company against certain liabilities they may incur in their capacities as such. 2 3 ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not Applicable ITEM 8. EXHIBITS
EXHIBIT NO. EXHIBITS - ----------- -------- 4 Articles of Incorporation filed as an exhibit to the Company's Registration Statement on Form SB-2 (Registration No. 333-49925) and incorporated by this reference. 23.1 Consent of KPMG Peat Marwick LLP 23.2 Consent of David Christensen CPA & Consultant PLLC. 24 Power of Attorney pursuant to which the Directors have signed this Form S-8 Registration Statement
- --------------- * Filed herewith. ITEM 9. UNDERTAKINGS (a) The Company hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the 3 4 securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling persons of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling persons in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. (d) The Company hereby undertakes that the registrant will submit the Plan and any amendment thereto to the Internal Revenue Service ("IRS") in a timely manner, and will make all changes required by the IRS in order to qualify the Plan. 4 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oak Harbor, State of Washington, on June 22, 1998. WASHINGTON BANKING COMPANY (Registrant) By: /s/ MICHAL D. CANN ------------------------------------ Michal D. Cann President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated, on June 22, 1998.
SIGNATURE TITLE --------- ----- /s/ MICHAL D. CANN President and Chief Executive Officer - ----------------------------------------------------- Michal D. Cann /s/ LARRY SCODELLER Executive Vice President - ----------------------------------------------------- and Chief Operating Officer Larry Scodeller Michal D. Cann Director Orlan Dean Director Marlen Knutson Director Karl C. Krieg, III Director Jay T. Lien Director Robert B. Olson Director Anthony B. Pickering Director Alvin J. Sherman Director Edward J. (Bud) Walgren Director
Michal D. Cann, by signing his name hereto, does hereby sign this document in his capacity as a director and pursuant to powers of attorney duly executed by the persons named, filed with the Securities and Exchange Commission as an exhibit to this document, on behalf of such persons, all in the capacities and on the date stated, such persons including a majority of the directors of the registrant. /s/ MICHAL D. CANN -------------------------------------- Michal D. Cann Attorney-in-Fact 5 6 Pursuant to the requirements of the Securities Act of 1933, the trustee of the Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oak Harbor, State of Washington, on June 22, 1998. WHIDBEY ISLAND BANK 401(K) PLAN (Plan) By: /s/ MICHAL D. CANN -------------------------------------- Michal D. Cann Trustee By: /s/ EDWARD J. WALGREN -------------------------------------- Edward J. (Bud) Walgren Trustee 6 7 EXHIBIT INDEX
SEQUENTIALLY NUMBERED EXHIBIT NO. EXHIBITS PAGE - ----------- -------- ------------ 4 Articles of Incorporation filed as an exhibit to the Company's Registration Statement on Form SB-2 (Registration No. 333-49925) and incorporated by this reference........... 23.1 Consent of KPMG Peat Marwick LLP............................ 23.2 Consent of David Christensen CPA & Consultant PLLC.......... 24 Power of Attorney pursuant to which the Directors have signed this Form S-8 Registration Statement.................
- --------------- * Filed herewith. 7 EX-23.1 2 CONSENT OF KPMG PEAT MARWICK LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS The Board of Directors and Shareholders Washington Banking Company: We consent to the use of our report incorporated herein by reference and to the reference to our firm under the heading "Experts" in the prospectus. /s/ KPMG PEAT MARWICK L.L.P. Seattle, Washington June 19, 1998 EX-23.2 3 CONSENT OF DAVID CHRISTENSEN CPA & CONSULTANT PLLC 1 Exhibit 23.2 [DAVID CHRISTENSEN CPA & CONSULTANT, PLLC LETTERHEAD] June 19, 1998 Washington Banking Company 1421 SW Barlow Street Oak Harbor, Washington 98277 RE: CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT To: The Board of Directors Washington Banking Company I consent to the incorporation by reference in the Registration Statement of Washington Banking Corporation on Form S-8 of the report of David O. Christensen Certified Public Accountants & Consultants (now known as David Christensen CPA and Consultant, PLLC) dated January 31, 1997, except Note 16 that is dated April 24, 1998, on the audits of the Consolidated Financial Statements and Notes of Washington Banking Company as of December 31, 1996 and 1995, all of which were incorporated by reference in the SB-2 Registration Statement. I also consent to the reference to David O. Christensen Certified Public Accountants & Consultants under the caption "Experts" in the Registration Statement and the Prospectus relating thereto, and the filing of this letter as an Exhibit to the Registration Statement. Very truly yours, /s/ DAVID O. CHRISTENSEN - ------------------------- David O. Christensen EX-24 4 POWER OF ATTORNEY 1 EXHIBIT 24 POWER OF ATTORNEY Each director of Washington Banking Company (the "Company"), whose signature appears below, hereby appoints Michal D. Cann, as his or her attorney to sign, in his or her name and behalf and in any and all capacities stated below, the Company's Registration Statement on Form S-8 (the "Registration Statement(s)") for the registration of securities in connection with the participation of directors and employees in and acquisition of securities through the Whidbey Island Bank 401(k) Plan, and likewise to sign any and all amendments and other documents relating thereto as shall be necessary to cause the Registration Statements to become effective (including post-effective amendments), and to sign any and all such documents upon the advice of legal counsel to carry out the exercise and sale of the option shares, each such person hereby granting to each such attorney power to act with or without the other and full power of substitution and revocation, and hereby ratifying all of that any such attorney or his substitute may do by virtue hereof. This Power of Attorney has been signed by the following persons in the capacities indicated on the 18th day of June, 1998.
Signature Title --------- ----- /s/ Michal D. Cann Director - --------------------------- Michal D. Cann /s/ Orlan Dean Director - --------------------------- Orlan Dean /s/ Marlen Knutson Director - --------------------------- Marlen Knutson /s/ Karl C. Krieg, III Director - --------------------------- Karl C. Krieg, III /s/ Jay T. Lien Director - --------------------------- Jay T. Lien /s/ Robert B. Olson Director - --------------------------- Robert B. Olson /s/ Anthony B. Pickering Director - --------------------------- Anthony B. Pickering /s/ Alvin J. Sherman Director - --------------------------- Alvin J. Sherman /s/ Edward J. Wallgren Director - --------------------------- Edward J. Wallgren
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