As filed with the Securities and Exchange Commission on September 21, 1999.
Registration No. 333-_____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
______________________________________
HERITAGE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
WASHINGTON 91-1857900
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification number)
201 5th AVENUE S.W., OLYMPIA, WASHINGTON 98501
(Address, including zip code and telephone number, including
area code of registrant's principal executive offices)
HERITAGE FINANCIAL CORPORATION 401(K) EMPLOYEE STOCK OWNERSHIP PLAN
(Full title of the plan)
DONALD V. RHODES
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
HERITAGE FINANCIAL CORPORATION
201 5TH AVENUE S.W.
OLYMPIA, WASHINGTON 98501
(360) 943-1500
Copies of communications to:
Jeffrey C. Gerrish, Esq.
GERRISH & MCCREARY, P.C.
700 Colonial Road - Suite 200
Memphis, Tennessee 38117
(901) 767-0900
(Name, address, including zip code and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Title of Securities to be Amount to be Maximum Offering Price Aggregate Offering Amount of
Registered Registered Per Share Price Registration Fee
__________________________________________________________________________________________________________
Common Stock, N/A N/A N/A N/A
no par value
Interests in 401(k) Indeterminate N/A N/A N/A
Employee Stock
Ownership Plan
__________________________________________________________________________________________________________
_____________________________
(1) This Registration Statement does not include the registration of any shares
of the Registrant. Pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement covers an indeterminate amount of plan
interests to be offered or sold pursuant to the employee benefit plan described
herein.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information required by PART I of this
Registration Statement on Form S-8 (the "Registration Statement") will be sent
or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended. Such documents and the documents
incorporated by reference herein pursuant to Item 3 of PART II hereof, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed with the Securities and Exchange
Commission by Heritage Financial Corporation (the "Company") and are
incorporated herein by reference and made a part hereof:
1. The Company's Annual Report on Form 10-K for the six month period ended
December 31, 1998, provided that any information included or incorporated
by reference in response to Items 402(a)(8), (i), (k) or (l) of Regulation
S-K of the Securities and Exchange Commission shall not be deemed to be
incorporated herein and is not a part of the Registration Statement.
2. The description of the Common Stock of the Company contained in the
Company's Registration Statement on Form 8-A filed with the Commission.
3. All reports filed by the Company pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by
the financial statements in the Annual Report on Form 10-K referred to in
paragraph 1 above, including the Company's Quarterly Reports on Form 10-Q
for the three month periods ended March 31, 1999 and June 30, 1999.
4. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 subsequent to the date
hereof 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 then remaining unsold, shall be deemed to be
incorporated by reference herein and to be part hereof from the date of the
filing of such documents. Any statement contained in a document
incorporated by reference herein and filed prior to the filing hereof
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shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein
modifies or supersedes such statement, and any statement contained herein
or in any other document 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 in any other subsequently filed
document which also is 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.
The Heritage Financial Corporation 401(k) Employee Stock Ownership Plan is
an amendment to the Heritage Bank Employee Stock Ownership Plan ("ESOP")
effective October 1, 1999. The ESOP did not file its general reports with the
Securities and Exchange Commission. The Heritage Financial Corporation 401(k)
Employee Stock Ownership Plan has not completed its first fiscal year and has
not been in existence for 90 days prior to the filing of this Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Plan interests under the Heritage Financial Corporation 401(k) Employee
Stock Ownership Plan are being registered hereunder. All shares of Company stock
purchased by this Plan will be previously issued shares purchased by the Plan
Trustee in the open market.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Attorneys who are members or who are employed by Gerrish & McCreary, P.C.,
who have provided advice with respect to this matter in the aggregate own,
directly and indirectly 10,000 shares of the Common Stock of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Washington Business Corporation Act, RCW Chapter 23B.08, authorizes
indemnification of directors, officers and employees under certain
circumstances. The Company's Articles of Incorporation provide, among other
things, for the indemnification of directors and authorize the Board to pay
reasonable expenses incurred by, or to satisfy a judgment or fine against a
current or former director in connection with any personal legal liability
incurred by the individual while acting for the Company within the scope of his
or her employment, and which was not the result of conduct finally adjudged to
be "egregious" conduct. "Egregious" conduct is defined as intentional
misconduct, a knowing violation of law, or participation in any transaction from
which the person will personally receive a benefit in money, property or
services to which that person is not legally entitled. The Articles of
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Incorporation also include a provision that limits the liability of directors of
the Company from any personal liability to the Company or its shareholders for
conduct not found to have been egregious. The Company has purchased an officers
and directors liability insurance policy which provides for insurance of
directors and officers of the Company against certain liabilities they may incur
in their capacities as such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See the Exhibit Index which is incorporated herein by reference.
The Company undertakes to cause the Heritage Financial Corporation 401(k)
Employee Stock Ownership Plan and any amendments thereto to be submitted to the
Internal Revenue Service ("IRS") in a timely manner and will make all changes
required by the IRS in order to qualify the Plan.
ITEM 9. UNDERTAKINGS
(a) The Company 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 of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this 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 this Registration
Statement or any material change to such information in this
Registration Statement;
Provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) shall
not apply if the Registration Statement is on Form S-3, Form S-8
or
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Form F-3 and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Company 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 Company hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the
Company's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions or otherwise, the Company
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
Company of expenses incurred or paid by a director, officer or controlling
persons of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling persons in
connection with the securities being registered, the Company 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Trustee of
the Heritage Financial Corporation 401(k) Employee Stock Ownership Plan
certifies that it has reasonable grounds to believe that it meets all 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 Olympia, State of Washington, on September 21, 1999.
HERITAGE FINANCIAL CORPORATION 401(k)
EMPLOYEE STOCK OWNERSHIP PLAN TRUSTEE:
U.S. BANK, NATIONAL ASSOCIATION
By: /s/ Paul Scheu
-----------------------
Paul Scheu
Vice President
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Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all 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 Olympia, State of Washington, on September 20, 1999.
HERITAGE FINANCIAL CORPORATION
(Registrant)
By: /s/ Donald V. Rhodes
------------------------
Donald V. Rhodes
Chairman, President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated, on September 20, 1999.
Signature Title
/s/ Donald V. Rhodes Chairman, President and Chief Executive Officer
- ------------------------ (Principal Executive Officer)
Donald V. Rhodes
/s/ Edward D. Cameron Vice President/Treasurer
- ------------------------- (Principal Financial Officer)
Edward D. Cameron
Donald V. Rhodes Director
Lynn M. Brunton Director
John A. Clees Director
Daryl D. Jensen Director
H. Edward Odegard Director
James P. Senna Director
Peter K. Wallerich Director
Philip S. Weigand Director
Donald V. Rhodes, by signing his name hereto, does hereby sign this
document in his capacity as a director and pursuant to powers of attorney duly
executed by the persons named, filed with the Securities and Exchange Commission
as an exhibit to this document, on behalf of such persons, all in the capacities
and on the date stated, such persons including a majority of the directors of
the Registrant.
/s/ Donald V. Rhodes
--------------------
Donald V. Rhodes
Attorney-in-Fact
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EXHIBIT INDEX
TO REGISTRATION STATEMENT ON FORM S-8
4.1 Articles of Incorporation filed as an exhibit to the Company's Registration
Statement on Form S-1 (Registration No. 333-35573) and incorporated by this
reference.
23.1 Consent of KPMG LLP.*
24.1 Power of Attorney pursuant to which certain directors have signed this
Form S-8 Registration Statement.*
99.1 Heritage Financial Corporation 401(k) Employee Stock Ownership Plan.*
- -----------------------------------------------
* Filed herewith.
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