<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 23, 1998
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
RAGEN MACKENZIE GROUP INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
WASHINGTON 91-1898738
(State or other jurisdiction (I.R.S. EMPLOYER IDENTIFICATION NO.)
of incorporation or organization)
999 THIRD AVENUE, SUITE 4300
SEATTLE, WASHINGTON 98104
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
RAGEN MACKENZIE, INC. EMPLOYEE STOCK PURCHASE PLAN
RAGEN MACKENZIE GROUP INCORPORATED 1998 STOCK INCENTIVE COMPENSATION PLAN
RAGEN MACKENZIE INCORPORATED 1996 STOCK INCENTIVE COMPENSATION PLAN
RAGEN MACKENZIE INCORPORATED 1993 STOCK OPTION PLAN
RAGEN MACKENZIE INCORPORATED 1989 STOCK OPTION PLAN
(FULL TITLE OF THE PLANS)
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, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
______________________
COPY TO:
STEWART M. LANDEFELD
PERKINS COIE LLP
1201 THIRD AVENUE, 40TH FLOOR
SEATTLE, WASHINGTON 98101-3099
______________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
MAXIMUM
AGGREGATE
TITLE OF SECURITIES NUMBER TO BE PROPOSED MAXIMUM OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) OFFERING PRICE(2) PRICE(2) REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value
per share
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Ragen MacKenzie, Inc. Employee 200,000 $14.22 $2,844,000 $839
Stock Purchase Plan
- -------------------------------------------------------------------------------------------------------
Ragen MacKenzie Group 2,000,000 $14.22 $28,440,000 $8,390
Incorporated 1998 Stock
Incentive Compensation Plan
- -------------------------------------------------------------------------------------------------------
Ragen MacKenzie Incorporated 714,966 $14.22 $10,166,816 $2,999
1996 Stock Incentive
Compensation Plan
- -------------------------------------------------------------------------------------------------------
Ragen MacKenzie Incorporated 277,900 $14.22 $3,951,738 $1,166
1993 Stock Option Plan
- -------------------------------------------------------------------------------------------------------
Ragen MacKenzie Incorporated 70,000 $14.22 $995,400 $294
1989 Stock Option Plan
- -------------------------------------------------------------------------------------------------------
TOTAL: 3,262,866 $13,688
=======================================================================================================
</TABLE>
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
such employee benefit plans as the result of any future stock split, stock
dividend or similar adjustment of the Registrant's outstanding Common
Stock.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933, as amended. The
price per share is estimated to be $14.22, based on the average of the high
sales price ($14.38) and low sales price ($14.06) for the Registrant's
Common Stock as reported by the New York Stock Exchange as of approximately
12:00 p.m. Pacific Coast Time on July 23, 1998.
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference in this Registration
Statement:
(a) The Registrant's prospectus (the "Prospectus") filed with the
Securities and Exchange Commission (the "Commission") on June 23, 1998 pursuant
to Rule 424(b) of the Securities Act of 1933, as amended (the "Securities Act");
(b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the Prospectus referred to in
(a) above; and
(c) The description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A filed on June 9, 1998, under Section 12(g) of
the Exchange Act, including any amendments or reports for the purpose of
updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment, which indicate that the securities offered hereby have
been sold or which deregister the securities covered hereby then remaining
unsold, shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act authorize a court to award, or a corporation's board of
directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act"). Section 10 of the Registrant's Bylaws provides for
indemnification of the Registrant's directors, officers, employees and agents to
the maximum extent permitted by Washington law.
Section 23B.08.320 of the Washington Business Corporation Act authorizes a
corporation to limit a director's liability to the corporation or its
shareholders for monetary damages for acts or omissions as a director, except in
certain circumstances involving intentional misconduct, self-dealing or illegal
corporate loans or distributions, or any transactions from which the director
personally receives a benefit in money, property or services to which the
director is not entitled. Article 8 of the Registrant's Amended and Restated
Articles of Incorporation contains provisions implementing, to the fullest
extent permitted by Washington law, limitations on a director's liability to the
Registrant and its shareholders.
Officers and directors of the Registrant are covered by insurance (with
certain exceptions and certain limitations) that indemnifies them against losses
and liabilities arising from certain alleged "wrongful acts," including alleged
errors or misstatements, or certain other alleged wrongful acts or omissions
constituting neglect or breach of duty.
II-1
<PAGE>
ITEM 8. EXHIBITS
Exhibit
Number Description
- ------------ ------------------------------------------------------------------
5.1 Opinion of Perkins Coie LLP regarding legality of the Common Stock
being registered
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Perkins Coie LLP (included in opinion filed as Exhibit
5.1)
24.1 Power of Attorney (see signature page)
99.1 Ragen MacKenzie, Inc. Employee Stock Purchase Plan (incorporated
by reference to Exhibit 10.15 to the Registration Statement on
Form S-1)
99.2 Ragen MacKenzie Group Incorporated 1998 Stock Incentive
Compensation Plan (incorporated by reference to Exhibit 10.11 to
the Registration Statement on Form S-1)
99.3 Ragen MacKenzie Incorporated 1996 Stock Incentive Compensation
Plan (incorporated by reference to Exhibit 10.9 to the
Registration Statement on Form S-1)
99.4 Ragen MacKenzie Incorporated 1993 Stock Option Plan (incorporated
by reference to Exhibit 10.8 to the Registration Statement on Form
S-1)
99.5 Ragen MacKenzie Incorporated 1989 Stock Option Plan (incorporated
by reference to Exhibit 10.7 to the Registration Statement on Form
S-1)
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 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 this Registration
Statement; and
(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 paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs 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 this 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 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefits plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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
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 Securities 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 or 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 Securities Act and will be governed by the final
adjudication of such issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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
/s/ ROBERT J. MORTELL, JR.
-----------------------------------------
By: Robert J. Mortell, Jr.
President and Chief Operating Officer
Each person whose individual signature appears below hereby authorizes
Robert J. Mortell, Jr., and V. Lawrence Bensussen, and each of them, as
attorneys-in-fact with full power of substitution, to execute in the name and on
the 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 of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below on the 22nd day of June, 1998.
SIGNATURE TITLE
--------- -----
/s/ LESA A. SROUFE Chairman of the Board and Chief Executive Officer
- --------------------------- (Principal Executive Officer)
Lesa A. Sroufe
/s/ ROBERT J. MORTELL, JR. President, Chief Operating Officer, Treasurer and
- --------------------------- Director
Robert J. Mortell, Jr.
/s/ V. LAWRENCE BENSUSSEN Senior Vice President, Chief Financial Officer
- --------------------------- and Secretary (Principal Financial and
V. Lawrence Bensussen Accounting Officer)
/s/ MARK A. MCLURE Executive Vice President and Director
- ---------------------------
Mark A. McClure
/s/ JOHN L. MACKENZIE Director
- ---------------------------
John L. MacKenzie
/s/ KIRBY L. CRAMER Director
- ---------------------------
Kirby L. Cramer
/s/ ARTHUR W. HARRIGAN, JR. Director
- ---------------------------
Arthur W. Harrigan, Jr.
/s/ PETER B. MADOFF Director
- ---------------------------
Peter B. Madoff
Director
- ---------------------------
Gregory B. Maffei
II-3
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
- ----------- -------------------------------------------------------------------
5.1 Opinion of Perkins Coie LLP regarding legality of the Common Stock
being registered
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Perkins Coie LLP (included in opinion filed as Exhibit
5.1)
24.1 Power of Attorney (see signature page)
99.1 Ragen MacKenzie, Inc. Employee Stock Purchase Plan (incorporated
by reference to Exhibit 10.15 to the Registration Statement on
Form S-1)
99.2 Ragen MacKenzie Group Incorporated 1998 Stock Incentive
Compensation Plan (incorporated by reference to Exhibit 10.11 to
the Registration Statement on Form S-1)
99.3 Ragen MacKenzie Incorporated 1996 Stock Incentive Compensation Plan
(incorporated by reference to Exhibit 10.9 to the Registration
Statement on Form S-1)
99.4 Ragen MacKenzie Incorporated 1993 Stock Option Plan (incorporated
by reference to Exhibit 10.8 to the Registration Statement on
Form S-1)
99.5 Ragen MacKenzie Incorporated 1989 Stock Option Plan (incorporated
by reference to Exhibit 10.7 to the Registration Statement on Form
S-1)
<PAGE>
EXHIBIT 5.1
[PERKINS COIE LLP LETTERHEAD]
June 23, 1998
Ragen MacKenzie Group Incorporated
999 Third Avenue, Suite 4300
Seattle, WA 98104
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to you in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended ("the Act"), which you are filing with the
Securities and Exchange Commission with respect to 3,262,866 shares of Common
Stock, par value $.01 per share (the "Shares"), which may be issued as follows:
200,000 shares pursuant to the Ragen MacKenzie, Inc. Employee Stock Purchase
Plan, 2,000,000 shares pursuant to the Ragen MacKenzie Group Incorporated 1998
Stock Incentive Compensation Plan; 714,966 shares pursuant to the Ragen
MacKenzie Incorporated 1996 Stock Incentive Compensation Plan; 277,900 shares
pursuant to the Ragen MacKenzie Incorporated 1993 Stock Option Plan; and 70,000
shares pursuant to the Ragen MacKenzie Incorporated 1989 Stock Option Plan.
Based upon and subject to the foregoing, we are of the opinion that any
original issuance Shares that may be issued pursuant to the Plans have been duly
authorized and that, upon the due execution by the Company and the registration
by its registrar of such Shares and the sale thereof by the Company in
accordance with the terms of the Plans, and the receipt of consideration
therefor in accordance with the terms of the Plans, such Shares will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ PERKINS COIE LLP
PERKINS COIE LLP
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Ragen MacKenzie Group Incorporated on Form S-8 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 the Prospectus filed pursuant
to Rule 424(b) under the Securities Act of 1933 that relates to Amendment No. 5
to Registration Statement No. 333-50735 of Ragen MacKenzie Group Incorporated on
Form S-1.
/s/ Deloitte & Touche LLP
Seattle, Washington
June 22, 1998
