UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or l5 (d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):March 28, 2008 (March 27, 2008)
Washington Banking Company
(Exact name of registrant as specified in its charter)
Washington
(State or other jurisdiction of incorporation)
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| 000-24503 | | 91-1725825 |
| (Commission File Number) | | (IRS Employer Identification No.) |
450 Bayshore Drive
Oak Harbor, WA 98277
(Address of principal executive offices) (Zip Code)
(360) 679-3121
(Registrant’s telephone number, including area code)
No Change
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2. below):
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| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
At a special meeting held on March 27, 2008, the shareholders of Washington Banking Company (the “Company”), approved the principal terms of an Agreement and Plan of Merger, dated September 26, 2007, by and among the Company, Frontier Financial Corporation (“Frontier”), Frontier Bank and Whidbey Island Bank.
The closing of the merger remains subject to the approval of the Federal Deposit Insurance Corporation (“FDIC”). Frontier has not received FDIC approval and no assurances can be given as to when or whether the FDIC will approve the application. In addition, the Company’s board of directors retains the right to terminate the transaction under the walk-away provision in the merger agreement, up until the closing date assuming the value of the merger consideration as of the effective time is less than $19.41 per share.
A copy of the joint press release issued by the Company and Frontier regarding this matter is attached to this Current Report on Form 8-K as Exhibit 99.1.
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| Item 9.01. | | Financial Statements and Exhibits. |
(c) Exhibits
99.1 Press Release of the Registrant dated March 27, 2008.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | WASHINGTON BANKING COMPANY
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| Date: March 28, 2008 | By: | /s/ Michal D. Cann | |
| | | Michal D. Cann | |
| | | President and Chief Executive Officer | |
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