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): JULY 7, 2000
FIRST MUTUAL BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
WASHINGTON 000-28261 91-2005970
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
400 108TH AVENUE N.E., BELLEVUE, WASHINGTON 98004
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (425) 455-7300
NOT APPLICABLE
(Former name or former address, if changed since last report)
Item 5. Other Events.
The following description of the capital stock of First Mutual Bancshares,
Inc. (the "Registrant"), updates and supersedes the description of capital stock
contained in the Registrant's Registration Statement on Form F-1 filed with the
Federal Deposit Insurance Corporation (FDIC Certificate No. 19835-8), dated
November 5, 1985, including any amendments or reports filed prior to the date
hereof for the purpose of updating such description. The following description
is a summary, does not purport to be complete or to give a complete description
of applicable statutory or common law, and is subject in all respects to the
applicable provisions of law, and to the Company's Articles of Incorporation and
Bylaws, which are filed as Exhibits 4.1 and 4.2 hereto, respectively, and are
incorporated herein by reference.
The Registrant's authorized capital stock consists of 10,000,000 shares of
common stock, $1.00 par value per share, and 10,000,000 shares of serial
preferred stock, $1.00 par value per share.
COMMON STOCK
Holders of the Registrant's common stock have no cumulative voting rights
and no preemptive or conversion rights. There are no redemption or sinking fund
provisions available to the common stock. All outstanding shares of common stock
are fully-paid and non-assessable. Holders of common stock are entitled to one
vote for each share of common stock held. Taking into consideration preferences
that may be applicable to any then-outstanding serial preferred stock, holders
of common stock will be entitled to receive ratably any dividends that may be
declared by the Registrant's Board of Directors out of funds legally available
for these dividends. The Board of Directors may also declare and pay stock
dividends. In the event of a liquidation, dissolution or winding up of the
Registrant, holders of common stock, and of any class or series of stock
entitled to participate with the common stock, will be entitled to share ratably
in all assets, in cash or in kind, remaining after payment of all debts and
liabilities of the Registrant and any liquidation preference to any
then-outstanding holders of serial preferred stock. Each share of common stock
shall have the same relative rights as and be identical in all respects with all
the other shares of common stock.
SERIAL PREFERRED STOCK
The Registrant's Articles of Incorporation authorize the Board of Directors
by resolution or resolutions to issue preferred stock in one or more classes or
series. The Registrant's Board of Directors is authorized to fix the dividend
rights and terms, conversion rights, voting rights, redemption rights and terms,
liquidation preferences and any other rights, qualifications, limitations and
restrictions applicable to each class or series of serial preferred stock. The
issuance of serial preferred stock, while providing flexibility in connection
with possible acquisitions and other corporate purposes, could adversely affect
the voting power of the holders of the Registrant's common stock and could make
it more difficult for a third party to gain control of the Registrant,
discourage bids for the Registrant's common stock at a premium, or otherwise
adversely affect the market price of the Registrant's common stock. The
Registrant currently has no serial preferred stock outstanding and no plans to
issue any serial preferred stock.
CLASSIFICATION OF BOARD OF DIRECTORS
The Registrant's Bylaws provide that the Board of Directors shall be
divided into three classes as nearly equal in size as possible. The members of
each class shall be elected by the shareholders for a term of three years and
until their successors are elected and have qualified. One class shall be
elected annually.
BUSINESS COMBINATION STATUTE
The Washington Business Corporation Act (the "Corporation Act"), Section
23B.19 of the Revised Code of Washington, prohibits a "target corporation," with
some exceptions, from engaging in "significant business transactions," such as a
merger or sale of assets with an "acquiring person" who acquires more than 10%
of the voting securities of the target corporation for a period of five years
after the acquisition of the voting securities, unless the transaction is
approved by the majority of the members of the target corporation's board of
directors prior to the date of the transaction. The Registrant is a "target
corporation" within the meaning of and is subject to this statute.
Item 7. Financial Statements and Exhibits.
(a) Financial statement of businesses acquired: not applicable
(b) Pro forma financial information: not applicable
(c) Exhibits:
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EXHIBIT NO. DESCRIPTION
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4.1 Articles of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.2 to the Registrant's Current Report on
Form 8-K filed with the Securities and Exchange Commission on
November 10, 1999).
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4.2 Bylaws of the Registrant (incorporated by reference to Exhibit
3.4 to the Registrant's Current Report on Form 8-K filed with the
Securities and Exchange Commission on November 10, 1999).
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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.
Date: July 7, 2000 FIRST MUTUAL BANCSHARES, INC.
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(Registrant)
By: /s/ John R. Valaas
--------------------------
Name: John R. Valaas
Title: President, Chief Executive and
Director
3
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EXHIBIT NO. DESCRIPTION
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4.1 Articles of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.2 to the Registrant's Current Report on
Form 8-K filed with the Securities and Exchange Commission on
November 10, 1999).
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4.2 Bylaws of the Registrant (incorporated by reference to Exhibit
3.4 to the Registrant's Current Report on Form 8-K filed with the
Securities and Exchange Commission on November 10, 1999).
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