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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HERITAGE FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
WASHINGTON 91-1857900
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(State of Incorporation or organization) (I.R.S. Employer Identification No.)
201 5TH AVENUE S.W., OLYMPIA, WA 98501
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
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(Title of class)
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1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Heritage filed a Registration Statement on Form S-1 on September 12, 1997
(File No. 333-35573) and thereafter amended it in Amendment No. 1 filed October
29, 1997 and Amendment No. 2 filed on November 10, 1997 (the "Registration
Statement"). The description of Registrant's Securities described in such
Registration Statement is incorporated herein by reference.
2. EXHIBITS
Exhibit No. Description
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1.1 Form of Specimen Stock Certificate. Incorporated by
reference to Exhibit 4 of Document (2).
2.1 Articles of Incorporation. Incorporated by reference to 3.1
of Document (1).
2.2 Bylaws of the registrant. Incorporated by reference to
Exhibit 3.2 of Document (1).
3.1 Proposed Form of Stock Option Plan. Incorporated by
reference to Exhibit 10.1 of Document (1).
3.2 Proposed Form of Management Recognition Plan and Trust
Agreement. Incorporated by reference to Exhibit 10.2 of
Document (1).
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Document (1) - Registration Statement on Form S-1 (No. 333-35573) filed with the
SEC on September 12, 1997.
Document (2) - Amendment No. 1 to Registration Statement on Form S-1 (No. 333-
35573) filed with the SEC on October 29, 1997.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
HERITAGE FINANCIAL CORPORATION
Date: January 6, 1998 By: /s/ Donald V. Rhodes
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Donald V. Rhodes
Chairman, President and Chief
Executive Officer
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