<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 22, 1998.
REGISTRATION NO. 333-
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RAGEN MACKENZIE GROUP INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
--------------
<TABLE>
<S> <C> <C>
WASHINGTON 6211 91-1898738
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANI-
ZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
999 THIRD AVENUE, SUITE 4300
SEATTLE, WASHINGTON 98104
(206) 343-5000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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V. LAWRENCE BENSUSSEN
CHIEF FINANCIAL OFFICER
RAGEN MACKENZIE GROUP INCORPORATED
999 THIRD AVENUE, SUITE 4300
SEATTLE, WASHINGTON 98104
(206) 343-5000
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
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COPIES TO:
<TABLE>
<S> <C>
STEWART M. LANDEFELD BENJAMIN F. STEPHENS
DAVID F. MCSHEA HILLEL T. COHN
MICHAEL C. PIRAINO WILLIAM W. BARKER
PERKINS COIE LLP GRAHAM & JAMES LLP/RIDDELL WILLIAMS P.S.
1201 THIRD AVENUE, 40TH FLOOR 1001 FOURTH AVENUE PLAZA, SUITE 4500
SEATTLE, WASHINGTON 98101-3099 SEATTLE, WASHINGTON 98154
(206) 583-8888 (206) 624-3600
</TABLE>
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Approximate date of commencement of proposed sale to the public: AS SOON AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] No. 333-50735
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================
MAXIMUM AMOUNT OF
TITLE OF EACH CLASS AMOUNT TO BE AGGREGATE OFFERING REGISTRATION
OF SECURITIES TO BE REGISTERED REGISTERED(1) PRICE FEE
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<S> <C> <C> <C>
Common Stock, $0.01 par value per share..... 2,702,500 $37,835,000 $11,164(2)
=================================================================================================
</TABLE>
(1) Includes 352,500 shares that the Underwriters have the option to purchase to
cover over-allotments, if any.
(2) Previously paid as part of fee of $12,213 paid pursuant to Registration
Statement on Form S-1 (No. 333-50735).
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<PAGE>
INCORPORATION BY REFERENCE
The contents of the Registration on Form S-1, as amended (File No.
333-50735), originally filed by Ragen MacKenzie Group Incorporated on April 22,
1998, are hereby incorporated by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant 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 22nd day of June, 1998.
RAGEN MACKENZIE GROUP INCORPORATED
By: /s/ Robert J. Mortell, Jr.
---------------------------------
Robert J. Mortell, Jr.
President and Chief Operating
Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated below on the 22nd day of June, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
*Lesa A. Sroufe Chairman of the Board and
____________________________________ Chief Executive Officer
Lesa A. Sroufe (Principal Executive
Officer)
/s/ Robert J. Mortell, Jr. President, Chief Operating
____________________________________ Officer, Treasurer and
Robert J. Mortell, Jr. Director
/s/ V. Lawrence Bensussen Senior Vice President, Chief
____________________________________ Financial Officer and
V. Lawrence Bensussen Secretary (Principal
Financial and Accounting
Officer)
*Mark A. McClure Executive Vice President and
____________________________________ Director
Mark A. McClure
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
*Kirby L. Cramer Director
____________________________________
Kirby L. Cramer
*Arthur W. Harrigan, Jr. Director
____________________________________
Arthur W. Harrigan, Jr.
*Peter B. Madoff Director
____________________________________
Peter B. Madoff
*John L. MacKenzie Director
____________________________________
John L. MacKenzie
Director
____________________________________
Gregory B. Maffei
*By /s/ Robert J. Mortell, Jr.
________________________________
Robert J. Mortell, Jr.
Attorney-in-fact
</TABLE>
II-2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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<C> <S>
1.1+ Form of Underwriting Agreement.
3.1+ Amended and Restated Articles of Incorporation of Ragen MacKenzie
Group Incorporated.
3.2+ Bylaws of Ragen MacKenzie Group Incorporated.
5.1 Opinion of Perkins Coie LLP as to the legality of the securities being
registered.
10.1+ Master Note of RMI in favor of Bank America National Trust and Savings
Association, dated July 9, 1997.
10.2+ Security Agreement between RMI and Bank America National Trust and
Savings Association, dated October 14, 1995.
10.3+ Lease Agreement between Wright-Carlyle Seattle and RMI, dated November
8, 1983, as amended December 19, 1988, August 24, 1992, June 1, 1993,
July 20, 1995, April 30, 1997 and June 6, 1997.
10.4+ Form of Noncompetition and Nonsolicitation Agreement executed as of
April 14, 1998, by RMGI and each of Lesa A. Sroufe, Robert J. Mortell,
Jr., Mark A. McClure, V. Lawrence Bensussen and John L. MacKenzie.
10.5+ Severance and Correspondent Clearing Agreement between RMI and Brooks
G. Ragen, executed April 17, 1998.
10.6+ Agreement and Release between RMI and Scott McAdams, dated March 22,
1998.
10.7+ RMI 1989 Stock Option Plan.
10.8+ RMI 1993 Stock Option Plan.
10.9+ RMI 1996 Stock Incentive Compensation Plan.
10.10+ RMI 1997 Share Repurchase Plan.
10.11+ RMGI 1998 Stock Incentive Compensation Plan.
10.12+ ABC Brokerage Accounting System Agreement between Pershing Division of
Donaldson, Lufkin & Jenrette Securities Corporation and RMI, dated
April 1, 1997.
10.13+ Agreement and Plan of Merger dated as of May 29, 1998, as amended June
8, 1998.
10.14+ Employment Agreement between Ragen MacKenzie Incorporated and Mark A.
McClure, dated June 16, 1994, as amended by an addendum dated June 3,
1997.
10.15+ RMGI Employee Stock Purchase Plan.
10.16+ Ragen MacKenzie Incorporated Agreement to Grant Stock Option to Mark
McClure dated June 16, 1994.
10.17+ Ragen MacKenzie Incorporated Agreement to Grant Stock Option to Mark
McClure dated February 25, 1997.
10.18+ Ragen MacKenzie Incorporated Agreement to Grant Stock Option to Stan
Freimuth dated April 29, 1996.
10.19+ Ragen MacKenzie Incorporated Agreement to Grant Stock Option to Stan
Freimuth dated June 11, 1996.
10.20+ Executive Performance Bonus Plan
10.21+ Deferred Compensation Plan
21.1+ Subsidiaries of the Registrant
23.1+ Consent of Perkins Coie LLP (contained in opinion filed as Exhibit 5.1
hereto)
23.2 Consent of Deloitte & Touche LLP
23.3+ Consent of Arthur W. Harrigan, Jr.
23.4+ Consent of Kirby L. Cramer
23.5+ Consent of Peter B. Madoff
23.6+ Consent of Gregory B. Maffei
24.1+ Power of Attorney
</TABLE>
- --------
+ Incorporated by reference to the registrant's Registration Statement on
Form S-1, as amended, File No. 333-50735 originally filed by the registrant
with the Securities and Exchange Commission on April 22, 1998.
<PAGE>
EXHIBIT 5.1
[PERKINS COIE LETTERHEAD]
June 22, 1998
Ragen MacKenzie Group Incorporated
999 Third Avenue, Suite 4300
Seattle, WA 98104
Gentlemen and Ladies:
We have acted as counsel to you in connection with the proceedings for the
authorization and issuance by Ragen MacKenzie Group Incorporated (the "Company")
of up to 1,562,500 shares (the "Company Shares") of the Company's common stock,
$.01 par value per share (the "Common Stock"), and the sale of up to 787,500
shares of the Common Stock (the "Selling Shareholder Shares") offered by certain
of the Company's shareholders (the "Selling Shareholders"), together with an
additional 337,500 shares of Common Stock if and to the extent the underwriters
exercise an over-allotment option granted by the Selling Shareholders and an
additional 15,000 shares if and to the extent the underwriters exercise an over-
allotment option granted by the Company (collectively, the "Over-Allotment
Shares"), and the preparation and filing of a registration statement on Form S-1
pursuant to Rule 462(b) (the "Registration Statement") under the Securities Act
of 1933, as amended (the "Securities Act"), which you are filing with the
Securities and Exchange Commission with respect to the Company Shares, the
Selling Shareholder Shares and the Over-Allotment Shares (collectively, the
"Shares").
We have examined the Registration Statement and such documents and records
of the Company and other documents as we have deemed necessary for the purpose
of this opinion. Based upon the foregoing, we are of the opinion that upon the
happening of the following events:
(a) the filing and effectiveness of the Registration Statement and any
amendments thereto;
(b) due action by the Selling Shareholders authorizing the sale of the
Selling Shareholders Shares;
(c) due execution by the Company and registration by its registrar of the
Shares;
(d) the offering and sale of the Shares as contemplated by the
Registration Statement and in accordance with the resolutions of the
Board of Directors of the Company authorizing the sale and issuance
of the Company Shares and the aforesaid shareholder authorizations;
and
(e) receipt by the Company and the Selling Shareholders of the
consideration required for the Shares contemplated by the Registration
Statement,
the Shares will be duly authorized, validly issued, fully paid and
nonassessable.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and any amendment thereto, including any and all post
effective amendments, and to the reference to our firm in the Prospectus of the
Registration Statement under the heading "Legal Matters." In giving such
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ PERKINS COIE LLP
Perkins Coie LLP
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Ragen MacKenzie Group Incorporated on Form S-1 filed pursuant to Rule 462(b) of
the Securities Act of 1933 of our report dated June 22, 1998 on the consolidated
financial statements of Ragen MacKenzie Group Incorporated as of September 26,
1997 and September 27, 1996 and for each of the three years in the period ended
September 26, 1997 included in Amendment No. 5 to Registration Statement No.
333-50735 of Ragen MacKenzie Group Incorporated on Form S-1.
Deloitte & Touche LLP
Seattle, Washington
June 22, 1998
