As filed with the Securities and Exchange Commission on March 19, 1998.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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COWLITZ BANCORPORATION
(Exact name of registrant as specified in its charter)
Washington 91-1529841
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
927 Commerce Avenue
Longview, Washington 98632
(Address of Principal Executive Offices)(Zip Code)
COWLITZ BANCORPORATION EMPLOYEE STOCK PURCHASE PLAN
COWLITZ BANCORPORATION 1997 STOCK OPTION PLAN
(Full title of the plans)
Charles Jarrett
President
Cowlitz Bancorporation
President and Chief Operating Officer
Longview, Washington 98632
(360) 423-9800
(Name, address and telephone number,
including area code, of agent for service)
Copy to:
David R. Wilson
Foster Pepper & Shefelman PLLC
1111 Third Avenue, Suite 3400
Seattle, Washington 98101
(206) 447-4400
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed maximum Proposed maximum Amount of
securities to be to be offering price aggregate Registration
registered(1) registered(2) per share(3) offering price(3) fee(3)
- ---------------------------------- ----------------- ---------------------- --------------------- ------------------
Common Stock, no par value 385,000 $5.71 $2,198,350 $666.17
Common Stock, no par value 281,435 $13.00 $3,658,655 $1,108.68
(1) Pursuant to Rule 457(h) of the Securities Act of 1933, as amended
(the "1933 Act"), the amount of shares to be registered is the maximum
amount of shares issuable herein. As of March 18, 1998, there were (i)
141,435 shares issuable under the Cowlitz Bancorporation Employee Stock
Purchase Plan, and (ii) 525,000 shares issuable under the Cowlitz
Bancorporation 1997 Stock Option Plan (collectively the "Plans"). The
figures herein represent good faith estimates of the aggregate number of
shares of Common Stock of the Registrant which may be purchased by
participants pursuant to the plans.
(2) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended.
As of March 18, 1998, there are outstanding options to purchase 385,000
shares of Common Stock pursuant to the Plans, with an exercise price of
$5.71 per share. As of March 18, 1998, there are 281,435 shares available
for grant under the Plans that are not subject to outstanding options, with
a proposed maximum offering price of $13.00, which is the average of the
high and low prices for one share of Common Stock as reported by the NASDAQ
National Market System on March 18, 1998.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
In accordance with Rule 428 under the Securities Act of 1933, as amended,
and the instructional Note to Part I of Form S-8, the information required by
Part I to be contained in the Section 10(a) prospectus has been omitted from
this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Cowlitz Bancorporation (the "Registrant")
with the Securities and Exchange Commission (the "Commission") are incorporated
by reference in this Registration Statement:
(1) The prospectus dated March 11, 1998 constituting Part I of the
Registration Statement No. 333-44355 on Form S-1 which became effective on
March 11, 1998, containing audited financial statements for the
Registrant's latest fiscal year; and
(2) The description of the Registrant's Common Stock, no par value,
contained in the Registrant's Registration Statement on Form 8-A, dated
February 25, 1998, filed pursuant to Section 12 of the Securities Exchange
Act of 1934 (the "Exchange Act") on March 5, 1997, including any amendment
or report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 in this Registration Statement and to be part
hereof from the date of 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.
Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act authorize a court to award, or a corporation's board of
directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act"). Article X of the Registrant's Amended and Restated Articles
of Incorporation (Exhibit 4.2 hereto) provides for indemnification of the
Registrant's directors to the maximum extent permitted by Washington law, and
also permits the Registrant's board of directors to indemnify the Registrant's
officers, employees and agents. The directors and officers of the Registrant
also may be indemnified against liability they may incur for serving in such
capacity pursuant to a liability insurance policy maintained by the Company for
such purpose.
Section 23B.08.320 of the Washington Business Corporation Act authorizes a
corporation to limit a director's liability to the corporation or its
Shareholders for monetary damages for acts or omissions as a director. Article
VII of the Registrant's Amended and Restated Articles of Incorporation contains
provisions implementing such limitations on a director's liability to the
Registrant and its Shareholders, except in certain circumstances involving (i)
any breach of the director's duty of loyalty to the Company or its stockholders,
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) any unlawful distribution to stockholders,
or (iv) any transaction from which the director derived an improper personal
benefit.
The proposed form of Underwriting Agreement (Exhibit 1.1 hereto) contains
certain provisions regarding the indemnification of officers and directors of
the Registrant by the Underwriters.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Cowlitz Bancorporation Employee Stock Purchase Plan*
4.2 Cowlitz Bancorporation 1997 Stock Option Plan*
4.3 Form of Stock Option Agreement*
4.4 Form of Restated and Amended Articles of Incorporation of the
Registrant*
4.5 Bylaws of the Registrant*
5.1 Opinion of Foster Pepper & Shefelman PLLC*
23.1 Consent of Foster Pepper & Shefelman (included in its opinion filed
as Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP*
24.1 Power of Attorney (included on the signature page of this
Registration Statement)
* Incorporated by reference from the Registrant's Registration
Statement No. 33-44355 on Form S-1.
Item 9. Undertakings.
(a) The undersigned Registrant 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 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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant 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 Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, and each filing of the Plan's annual report pursuant to
Section 15(d) of the Exchange Act, that is incorporated by reference in this
Registration Statement 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.
(h) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
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 Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant 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.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of 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 Longview, State of Washington on March 19, 1998.
COWLITZ BANCORPORATION
By: /s/ Charles W. Jarrett
Charles W. Jarrett
President, Chief Operating Officer and Director
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
Charles R. Jarrett, Benjamin Namatinia, and Donna P. Gardner, or any of them, as
attorneys-in-fact with full power of substitution, to execute in the name and on
behalf of each person, individually and in each capacity stated below, and to
file, any and all amendments to this Registration Statement, including any and
all post-effective amendments.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on March 19, 1998.
/s/ Benjamin Namatina
Benjamin Namatinia Chairman of the Board, Chief Executive Officer
/s/ Charles W. Jarrett
Charles W. Jarrett President, Chief Operating Officer and Director
(Principal Executive Officer)
/s/ Donna P. Gardner
Donna P. Gardner Vice President, Secretary/Treasurer
(Principal Financial Officer)
/s/ James A. Wills
James A. Wills Vice President
/s/ Larry M. Larson
Larry M. Larson Director
/s/ Mark F. Andrews
Mark F. Andrews Director
/s/ E. Chris Searing
E. Chris Searing Director
INDEX TO EXHIBITS
Exhibit Description Page
4.1 Cowlitz Bancorporation Employee Stock Purchase Plan* --
4.2 Cowlitz Bancorporation 1997 Stock Option Plan* --
4.3 Form of Stock Option Agreement --
4.4 Form of Restated and Amended Articles of Incorporation of the --
Registrant*
4.5 Bylaws of the Registrant* --
5.1 Opinion of Foster Pepper & Shefelman PLLC* --
23.1 Consent of Foster Pepper & Shefelman (included in its opinion --
filed as Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP* --
24.1 Power of Attorney (included on the signature page of this 6
Registration Statement)
* Incorporated by reference from the Registrant's Registration
Statement No. 33-44355 on Form S-1.