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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 20, 2001
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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EVERGREENBANCORP, INC.
(Exact name of registrant as specified in its charter)
WASHINGTON 91-2097262
(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
301 EASTLAKE AVENUE EAST, SEATTLE, WASHINGTON --98109-5407 (206) 628-4250
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
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2000 STOCK OPTION PLAN
(Full title of plan)
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Copies of communications to:
STEPHEN M. KLEIN, ESQ. GERALD O. HATLER
Graham & Dunn P.C. EvergreenBancorp, Inc.
1420 Fifth Avenue, 33rd Floor 301 Eastlake Avenue East
Seattle, Washington 98101-2390 Seattle, Washington 98109-5407
(206) 340-9648 (206) 628-4250
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed maximum maximum
Title of Amount offering aggregate Amount of
securities to be to be price offering registration
registered registered per share(1) price(1) fee(1)
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Common shares, 99,000(2) $18.50 $1,831,500 $457.88
no par value
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Notes:
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 ("Securities Act"), the price per share is estimated to
be $18.50 based upon the average of the high ($19.00) and the low
($18.00) trading prices of the common stock, no par value per share
("Common Stock") of EvergreenBancorp, Inc. (the "Registrant") as
reported on the OTC Bulletin Board on August 16, 2001.
2. Shares of Registrant's Common Stock issuable upon exercise of
additionally authorized options under the Registrant's 2000 Stock Option
Plan ("Plan") together with an indeterminate number of additional shares
which may be necessary to adjust the number of shares additionally
reserved for issuance under the Plan as a result of any future stock
split, stock dividend or similar adjustment of the outstanding Common
Stock, as provided in Rule 416(a) under the Securities Act.
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PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are incorporated by reference in the
Registration Statement. In addition, all documents subsequently filed by
Registrant, or by EvergreenBank prior to the holding company reorganization
effective on June 20, 2001, pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, as amended ("Exchange Act") prior to
Registrant's 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 into this
Registration Statement and to be a part hereof from the date of filing of such
documents.
(a) The Annual Report filed by EvergreenBank with the Federal Deposit
Insurance Corporation ("FDIC") on Form 10-K for the fiscal year ended December
31, 2000, filed pursuant to Section 13(a) or 15(d) of the Exchange Act, which
contains audited financial statements for the most recent fiscal year for which
such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual Report on
Form 10-K referred to in (a) above.
ITEM 4. DESCRIPTION OF SECURITIES.
The common stock of EvergreenBank, Registrant's subsidiary, was
registered as a class with the FDIC, under Section 12(g) of the Exchange Act. As
a result of a holding company reorganization, Registrant became the successor
registrant under Section 12(g) pursuant to SEC Rule 12g-3 by virtue of the Form
8-K12g-3 filed by Registrant as successor registrant of the Bank. Accordingly,
since there is no registration statement on file that describes Registrant's
securities, a description of the securities is included here.
General
Registrant's authorized capital stock consists of 15,100,000 shares, of
which 15,000,000 shares are common stock, no par value per share, and 100,000
shares are preferred stock, no par value per share.
Voting Rights
The holders of Registrant's common stock are entitled to one vote on all
matters presented for a vote, including the election of directors. The Articles
of Incorporation for the Registrant provide that stockholders do not have
cumulative voting rights.
Dividends
Dividends may be paid on the common stock of the Registrant as and when
declared by the Board of Directors out of funds legally available for the
payment of dividends. The ability of the Registrant to pay dividends will
largely depend upon the amount of dividends paid to it by its
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subsidiary, EvergreenBank ("Bank"), and any subsequent acquired operations.
Accordingly, the dividend restrictions imposed on the Bank by applicable state
banking law will impact the amount of dividends that Registrant can pay.
Repurchase of Own Shares
Registrant generally may repurchase its own shares, subject to certain
restrictions under applicable state and federal banking and securities laws,
with a particular focus on maintenance of adequate capital.
Liquidation Rights
In the event of liquidation of the Registrant, shareholders are entitled
to share equally and ratably in the assets remaining after provision for all
debts and liabilities.
Assessment
The common stock of Registrant is fully paid and non-assessable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares offered pursuant to the Plan will be passed
upon by Graham & Dunn, PC, 1420 Fifth Avenue, 33rd Floor, Seattle, Washington
98101.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant has authority under its articles, bylaws and the
Washington Business Corporations Act to indemnify its current and former
directors and officers and its current and former directors and officers of its
subsidiaries, against costs and expenses, including amounts paid to settle an
action or satisfy a judgment in a civil, criminal and administrative action or
proceeding to which they are made parties because they have been directors or
officers, including an action brought by Registrant.
Limitation of Director Liability
The Bylaws of the Registrant provide, among other things, for limitation
of directors' liability to the Registrant and its shareholders. Accordingly,
directors will not incur personal legal liability for actions taken while acting
for the Bank or the Registrant within the scope of their duties as directors,
which were not the result of the director's willful malfeasance, bad faith,
gross negligence, or reckless disregard of the duties involved in the conduct of
his or her office.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
Exhibit
Number Description
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5.1 Opinion of Graham & Dunn, P.C., Registrant's legal counsel, regarding
legality of the Common Stock being registered.
23.1 Consent of Graham & Dunn (included in Exhibit 5.1).
23.2 Consent of John L. O'Brien & Company
24.1 Powers of Attorney (see the Signature Page).
99.1 2000 Stock Option Plan.
99.2 Form of Incentive Stock Option Agreement
99.3 Form of Nonqualified Option Agreement
99.4 Form of Director Nonqualified Option Agreement
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 the Securities Act;
(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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective 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) of this section do not apply if the Registration Statement is on Form
S-3, Form S-8 or Form F-3, and 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
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Section 15(d) of the Securities Exchange Act that are incorporated by reference
in the Registration Statement.
(2) That, for the purpose 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 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the 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 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 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 of 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Seattle, State of Washington, on the 31st day of
July, 2001.
EVERGREENBANCORP, INC.
By /s/ Gerald O. Hatler
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Gerald O. Hatler
President and Chief
Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
and appoints Gerald O. Hatler and William G. Filer II, and each of them, with
full power of substitution and full power to act without the other, as his true
and lawful attorney-in-fact and agent to act in his name, place and stead, and
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, this Registration
Statement has been signed by the following persons in the capacities indicated,
on the 31st day of July, 2001.
Signature Title
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/s/ Gerald O. Hatler President, Chief Executive Officer and Director
- ------------------------------------ (Principal Executive Officer)
Gerald O. Hatler
/s/ William G. Filer II Senior Vice President and Chief Financial Officer
- ------------------------------------ (Principal Financial and Accounting Officer)
William G. Filer II
/s/ R. William Baldwin Director
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R. William Baldwin
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/s/ Marceline Duncan Director
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Marceline Duncan
/s/ C. Don Filer Director
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C. Don Filer
/s/ Carole J. Grisham Director
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Carole J. Grisham
/s/ J. Thomas Handy Director
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J. Thomas Handy
/s/ Robert W. Howisey Director
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Robert W. Howisey
/s/ Stan W. McNaughton Director
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Stan W. McNaughton
/s/ Gladys M. Perry Director
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Gladys M. Perry
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INDEX OF EXHIBITS
Exhibit
Number Description
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5.1 Opinion of Graham & Dunn, P.C., Registrant's legal counsel, regarding
legality of the Common Stock being registered.
23.1 Consent of Graham & Dunn (included in Exhibit 5.1).
23.2 Consent of John L. O'Brien & Company.
24.1 Powers of Attorney (see the Signature Page).
99.1 2000 Stock Option Plan.
99.2 Form of Incentive Stock Option Agreement
99.3 Form of Nonqualified Option Agreement
99.4 Form of Director Nonqualified Option Agreement
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