As filed with the Securities and Exchange Commission on October 8, 2002
Registration No. 333-_______
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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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COLUMBIA BANKING SYSTEM, INC.
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(Exact name of Company as specified in its charter)
WASHINGTON 91-1422237
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1301 A STREET, TACOMA, WASHINGTON 98402
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(Address of principal executive offices, including zip code)
2000 AMENDED AND RESTATED STOCK OPTION PLAN
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(Full Title of the Plan)
WILLIAM T. WEYERHAUSER
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
COLUMBIA BANKING SYSTEM, INC.
1301 A STREET
TACOMA, WASHINGTON 98402
(253) 305-1900
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(Name, address, including zip code and telephone number,
including area code, of agent for service)
Copies of communications to:
SANDRA L. GALLAGHER-ALFORD, ESQ.
DAVIS WRIGHT TREMAINE, LLP
1501 FOURTH AVENUE, SUITE 2600
SEATTLE, WASHINGTON 98101-1688
(206) 628-7620
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CALCULATION OF REGISTRATION FEE
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Amount to be Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Registered Offering Price Aggregate Offering Registration
Registered (1) (2) Per Share(3) Price (3) Fee (1) (3)
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Common Stock issuable upon
exercise of options 740,300 $12.15 $8,721,407.68 $802.37
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(1) Pursuant Form S-8, General Instruction E, of the Securities Act of 1933,
this Registration Statement registers 740,300 additional shares of common
stock issuable under the Company's 2000 Amended and Restated Stock Option
Plan, which, as amended effective April 25, 2000 (the "Plan"), provides for
the issuance of up to 1,095,734 shares of common stock. The Company
previously registered, on Registration Statement No. 333-40316, the 454,781
shares of common stock issuable under the Company's 2000 Amended and
Restated Stock Option Plan, as amended in 1997. The Company paid the
Securities and Exchange Commission a fee of $2,010.72 in connection with
that registration statement. The amount to be registered accounts for the
following dividends: On May 15, 2001, the Company announced a 10% stock
dividend payable on June 15, 2001, to shareholders of record as of May 29,
2001. On April 2, 2002, the Company announced a 5% stock dividend payable
on April 30, 2002, to shareholders of record as of April 16, 2002.
(2) This Registration Statement also includes an indeterminable number of
additional shares that may become issuable (a) as a result of terminated,
expired or surrendered options to purchase the Company's common stock
issued under the Plan, and (b) pursuant to Rule 416(a), any increases in
the number of shares offered under the Plan to prevent dilution resulting
from stock splits, stock dividends or similar transactions.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, based on (a) the
exercise prices of options to acquire 441,055 shares of the Company's
common stock which have been granted under the 2000 Amended and Restated
Stock Option Plan and which range from $9.10 to $14.07 per share, and (b)
the average of the high and low prices of the common stock quoted on
October 4, 2002, by the Nasdaq National Market System with respect to
299,245 shares of common stock as to which options have not been granted as
of the date of filing this Registration Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Columbia Banking System, Inc. (the "COMPANY") will send or give the
documents containing the information required by Part I of this registration
statement on Form S-8 (the "REGISTRATION STATEMENT") to each participant in the
Company's Amended and Restated Stock Option Plan, as amended effective April 25,
2000 (the "PLAN"), as specified by Rule 428(b)(1) under the Securities Act of
1933 (the "SECURITIES ACT"). Such documents, and the documents incorporated by
reference into this Registration Statement pursuant to Item 3 of Part II, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
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* Information required by Part I of Form S-8 is omitted from this Registration
Statement in accordance with Rule 428 under the Securities Act, and the Note to
Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference into this
Registration Statement:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
DECEMBER 31, 2001.
2. All reports filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (the "EXCHANGE Act") since the end of the fiscal
year covered by the Company's Form 10-K referred to in (1) above.
3. The Company's registration statement on Form S-2 (No. 333-14465) filed
with the SEC on October 18, 1996, and Amendment No. 1 and Amendment No.
2 to the Form S-2 filed with the SEC on October 28, 1996 and November
6, 1996, respectively, as to the description of the Company's
securities.
4. All documents subsequently filed by the Company 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 herein by reference and to
be a part hereof from the date of the filing of such documents with the
Commission.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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 Amended and Restated 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
penalty, settlement 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 employment, and which was not the result of
conduct finally adjudged to be "egregious conduct." "Egregious conduct" is
defined as acts of omissions that involve intentional misconduct, a knowing
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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 Amended and Restated Articles of 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 monetary damages
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.
The following Exhibits are filed as a part of this Registration
Statement:
EXHIBIT
NUMBER DESCRIPTION
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4.1 Amended and Restated Articles of Incorporation (3)
4.2 Restated Bylaws (1)
4.3 2000 Amended and Restated Stock Option Plan (2)
5.1 Opinion of Davis Wright Tremaine LLP (4)
23.1 Consent of Davis Wright Tremaine LLP (contained in opinion filed
as Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP (4)
24 Power of Attorney (4)
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(1) Incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended December 31, 1999.
(2) Incorporated by reference to the Company's Form 10-Q for the quarter ended
June 30, 2000.
(3) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 2001.
(4) Filed with this Registration Statement.
ITEM 9. UNDERTAKINGS.
(a) The Company hereby undertakes to do the following:
(1) File, during any period in which it offers or sells
securities, a post-effective amendment to this Registration
Statement to:
(i) Include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) Reflect in the prospectus facts or events which,
individually or together, represent a fundamental change
in the information in this Registration Statement; and
(iii) Include any additional or changed material information
on the plan of distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of
the securities offered, and the offering of the securities at
that time to be the initial bona fide offering.
(3) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the
offering.
(b) Insofar as indemnification for liabilities arising under the
Securities Act 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 SEC 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 such liabilities (other than the payment by the Company of
expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action,
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suit or proceeding) is asserted by such director, officer or
controlling person 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
Securities Act and will be governed by the final adjudication of
such issue.
(c) (1) For determining any liability under the Securities Act, treat
the information omitted from the form of prospectus filed as
part of this Registration Statement in reliance upon Rule 430A
and contained in a form of prospectus filed by the Company
pursuant to Rule 424(b)(1) or (4), or 497(h) under the
Securities Act as part of this Registration Statement as of
the time the Commission declared it effective.
(2) For determining any liability under the Securities Act, treat
each post-effective amendment that contains a form of
prospectus as a new registration statement for the securities
offered in the registration statement, and offering of the
securities at that time as the initial bona fide offering of
those securities.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
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 Tacoma, State of Washington, October 7, 2002.
COLUMBIA BANKING SYSTEM, INC.
By: /s/ William T. Weyerhaeuser
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William T. Weyerhaeuser
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated,
on September 25, 2002.
William T. Weyerhaeuser Chairman and Chief Executive Officer
Melanie J. Dressel Director, President and Chief Operating Officer
Richard S. DeVine Director
Jack Fabulich Director
John P. Folsom Director
John A. Halleran Director
Thomas M. Hulbert Director
Thomas L. Matson Director
Donald Rodman Director
James M. Will Director
William T. Weyerhaeuser, by signing his name below, signs this Registration
Statement pursuant to powers of attorney duly executed by the persons named
above, filed with the SEC as an exhibit to this Registration Statement, on
behalf of such persons, all in the capacities and on the date stated. Such
persons represent all of the Company's directors.
/s/ William T. Weyerhaeuser
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William T. Weyerhaeuser, Chairman
Attorney-in-fact
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EXHIBIT
NUMBER DESCRIPTION
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4.1 Amended and Restated Articles of Incorporation (3)
4.2 Restated Bylaws (1)
4.3 2000 Amended and Restated Stock Option Plan (2)
5.1 Opinion of Davis Wright Tremaine LLP (4)
23.1 Consent of Davis Wright Tremaine LLP (contained in opinion
filed as Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP (4)
24 Power of Attorney (4)
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(1) Incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended December 31, 1999.
(2) Incorporated by reference to the Company's Form 10-Q for the quarter ended
June 30, 2000.
(3) Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 2001.
(4) Filed with this Registration Statement.
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