UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 27, 2008 (March 25, 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):
þ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
On March 25, 2008 Washington Banking Company (the “Company”) received notice from Frontier Financial Corporation that it will not agree to increase the total stock amount and/or the total cash amount to be paid pursuant to Agreement and Plan of Merger, dated September 26, 2007, by and among the Company, Whidbey Island Bank, Frontier Financial Corporation and Frontier Bank, if and to the extent necessary as of the effective time of the merger to yield aggregate merger consideration on a per share basis of not less than $19.41. 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 26, 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 27, 2008 | By: | /s/ Michal D. Cann | |
| | | Michal D. Cann | |
| | | President and Chief Executive Officer | |
