REGISTRATION STATEMENT NO. 333-_____
Filed October 8, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OREGON TRAIL FINANCIAL CORP.
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(Exact name of registrant as specified in its charter)
Oregon 91-1829481
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2055 First Street
Baker City, Oregon 97814
(541) 523-6327
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(Address of principal executive offices)
Pioneer Bank, FSB Profit Sharing 401(k) Plan
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(Full title of the Plan)
Copies to:
Dan L. Webber Eric S. Kracov, Esquire
President and Chief Executive Officer Breyer & Aguggia
Pioneer Bank, FSB 1300 I Street, N.W.
2055 First Street Suite 470 East
Baker City, Oregon 97814 Washington, D.C. 20005
(541) 523-6327 (202) 737-7900
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Name, address and telephone
number of agent for service
Page 1 of 5 Pages
Exhibit Index Appears on Page 4
Calculation of Registration Fee
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Title of
Securities Amount Proposed Maximum Proposed Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share(1) Offering Price(1) Fee
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Common Stock,
$.01 par
value 200,000 $17.00(2) $3,400,000 $1,030
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee. Pursuant to Rule 457(c) under the Securities Act of
1933, as amended (the "Securities Act"), the price per share is estimated
to be $17.00, based upon the average of the high and low trading prices
of the common stock, $.01 par value per share (the "Common Stock"), of
Oregon Trail Financial Corp. (the "Registrant"), as reported on the
Nasdaq National Market on October 6, 1997, the last day the stock traded.
(2) 200,000 shares are being registered for issuance pursuant to the Profit
Sharing 401(k) Plan ("401(k) Plan"). In addition, this Registration
Statement covers an indeterminate number of shares reserved for issuance
pursuant to the 401(k) Plan as a result of any future stock split, stock
dividend or similar adjustment of the outstanding Common Stock. Pursuant
to Rule 416(c), the Registration Statement also covers an indeterminate
number of participation interests available thereunder.
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This Registration Statement shall become effective automatically upon
the date of filing in accordance with Section 8(a) of the Securities Act of
1933, as amended, and 17 C.F.R. Section 230.462.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
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The following documents filed with the Commission are incorporated in
this Registration Statement by reference:
(1) the Registrant's Registration Statement on Form S-1 (333-30051)
filed June 25, 1997 and amendments thereto;
(2) the Annual Report on Form 11-K of the Company's Profit Sharing
401(k) Plan for the year ended December 31, 1996; and
(3) the description of the Common Stock set forth in the Company's
Registration Statement on Form 8-A registering the Company's Common Stock,
pursuant to Section 12(g) of the Securities Exchange Act of 1934, filed August
6, 1997.
All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act, after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
covered hereby then remaining unsold, shall also be deemed to be incorporated
by reference in this Registration Statement and to be a part hereof commencing
on the respective dates on which such documents are filed.
Any statement contained in this Registration Statement, or in a
document incorporated or deemed to be incorporated by reference herein, shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein, or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein, modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities
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Not Applicable
Item 5. Interests of Named Experts and Counsel
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Not Applicable
Item 6. Indemnification of Directors and Officers
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Sections 60.387 to 60.414 of the Oregon Business Corporation Act
("OBCA") set forth circumstances under which directors, officers, employees
and agents of the Registrant may be insured or indemnified against liability
which they may incur in their capacities.
Article XVIII of the Registrant's Articles of Incorporation provides
indemnification that the Corporation shall indemnify and advance expenses to,
and maintain indemnification insurance for its directors, officers, agents and
employees to the fullest extent provided by the OBCA, even if such acts may be
deemed optional under the OBCA.
Item 7. Exemption From Registration Claimed
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Not Applicable
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Item 8. Exhibits
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The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8:
No. Exhibit
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23 Consent of Deloitte & Touche LLP
24 Power of attorney (see signature pages)
99.1 Profit Sharing 401(k) Plan (incorporated by reference
herein as Exhibit 10.4 to Amendment No. 1 to Form
S-1, filed on August 6, 1997)
Item 9. Undertakings
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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 the Securities Act, (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the Registration Statement (or 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, and (iii)
to include any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement or any material change
in such information in the Registration Statement; provided, however, that
clauses (i) and (ii) do not apply if the information required to be included
in a post-effective amendment by those clauses is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.
2. That, for the purposes of determining any liability under the
Securities Act, 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 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.
4. That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in the Registration Statement shall be deemed to a new registration
statement relating to the securities offered therein, and that offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
5. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officer and controlling
persons of the registrant pursuant to the foregoing provisions or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against liabilities (other than the payment by 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 questions whether such indemnification by it is
against public policy expressed in the Securities Act will and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Oregon Trail
Financial Corp. 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 Baker City, and the State of Oregon the 8th
day of October 1997.
OREGON TRAIL FINANCIAL CORP.
By: /s/ Dan L. Webber
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Dan L. Webber
President and Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below hereby makes, constitutes and appoints Dan L. Webber his true and lawful
attorney, with full power to sign for such person and in such person's name
and capacity indicated below, and with full power of substitution any and all
amendments to this Registration Statement, hereby ratifying and confirming
such person's signature as it may be signed by said attorney to any and all
amendments.
By: /s/ Dan L. Webber Date: October 8, 1997
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Dan L. Webber
President and Chief Executive Officer
(Principal Executive Officer)
By: /s/ Jerry F. Aldape Date: October 8, 1997
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Jerry F. Aldape
Senior Vice President, Chief Financial
Officer and Secretary (Principal Financial
Officer)
By: /s/ Nadine J. Johnson Date: October 8, 1997
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Nadine J. Johnson
Vice President and Treasurer/Controller
(Principal Accounting Officer)
By: /s/ John Gentry Date: October 8, 1997
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John Gentry
Chairman of the Board
By: Date: _______ __, 1997
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Albert H. Durgen
Director
By: /s/ Edward H. Elms Date: October 8, 1997
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Edward H. Elms
Director
By: /s/ John A. Lienkaemper Date: October 8, 1997
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John A. Lienkaemper
Director
By: /s/ Charles Rouse Date: October 8, 1997
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Charles Rouse
Director
By: Date: _______ __, 1997
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Stephen R. Whittemore
Director
The Plan. Pursuant to the requirements of the Securities and Exchange
Act of 1934, the trustees (or other persons who administer the employee
benefit plan) have duly caused this annual report to be signed on its behalf
by the undersigned hereunto duly authorized.
OREGON TRAIL FINANCIAL CORP.
Date: October 8, 1997 By: /s/ Dan L. Webber
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Dan L. Webber
Plan Administrator
Exhibit 23
Consent of Deloitte & Touche LLP
Deloitte &
Touche LLP
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Suite 3900 Telephone: (503) 222-1341
111 S.W. Fifth Avenue Facsimile: (503) 224-2172
Portland, Oregon 92704-3698
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Pioneer Bank, a Federal Savings Bank and subsidiaries, on Form S-8 of our
reports dated May 22, 1997, appearing in and incorporated by reference in the
Registration Statement as amended as of August 6, 1997 (No. 333-30051) on Form
S-1.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Portland, Oregon
October 7, 1997
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Deloitte Touche
Tohmatsu
International
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Exhibit 24
Power of Attorney (see signature page)