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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
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
WASHINGTON BANKING COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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WASHINGTON 91-1725825
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
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1421 S.W. BARLOW STREET, OAK HARBOR, WASHINGTON 98277
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
WHIDBEY ISLAND BANK 401(K) PLAN
(FULL TITLE OF THE PLAN)
MICHAL D. CANN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
WASHINGTON BANKING COMPANY
1421 S.W. BARLOW STREET
OAK HARBOR, WASHINGTON 98277
(360) 679-3121
(NAME, ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES OF COMMUNICATIONS TO:
SANDRA L. GALLAGHER, ESQ.
GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM, P.L.L.C.
2200 WELLS FARGO PLAZA
TACOMA, WASHINGTON 98402
(206) 572-5050
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) PRICE PER SHARE(2) PRICE(2) REGISTRATION FEE
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Common Stock no par value 200,000 $13.00 $2,600,000 $767.00
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(1) Represents an estimate of such presently undeterminable number of shares of
Washington Banking Company, parent company of Whidbey Island Bank, as may be
purchased with employee contributions pursuant to the Whidbey Island Bank
401(k) Plan (the "Plan"). In addition, pursuant to Rule 416(c) under the
Securities Act of 1933 (the "Act"), this registration statement also covers
an indeterminate amount of interests to be offered or sold pursuant to the
Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h).
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information required by Part I of this
registration statement on Form S-8 (the "Registration Statement") will be sent
or given to Plan participants as specified by Rule 428(b)(1) under the Act. Such
documents and the documents incorporated by reference herein pursuant to Item 3
of Part II hereof, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed with the Commission by Washington
Banking Company (the "Company") and are incorporated herein by reference and
made a part hereof:
1. The Company's Prospectus filed with the Commission on April 10,
1998 as part of the Company's Registration Statement on Form SB-2 filed
under Registration Number 333-49925, as amended on June 3, 1998 and
thereafter, containing audited financial statements for the years ending
December 31, 1997, 1996 and 1995 and unaudited financial statements dated
as of March 31, 1998.
2. The description of the Common Stock of the Company contained in the
Company's Registration Statement on Form 8-A filed with the Commission.
3. All documents filed by the Company and the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
subsequent to the date hereof and 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 by reference herein and to be part hereof from the date of
the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS 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 Articles of Incorporation provide, among other
things, for the indemnification of the Company's directors and those of any
subsidiary of the Company, and authorize the Board to pay reasonable expenses
incurred by, or to satisfy a judgment or fine against, a current or former
director in connection with any personal legal liability incurred by the
individual by reason of the fact that that individual is or was a director and
which was not the result of conduct finally adjudged to be "egregious" conduct.
"Egregious" conduct is defined as intentional misconduct, a knowing 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 Articles of Incorporation also include a provision that
limits the liability of the Company's directors and those of any subsidiary from
any personal liability to the Company, such subsidiary or their respective
shareholders for conduct 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.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
ITEM 8. EXHIBITS
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EXHIBIT NO. EXHIBITS
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4 Articles of Incorporation filed as an exhibit to the
Company's Registration Statement on Form SB-2 (Registration
No. 333-49925) and incorporated by this reference.
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of David Christensen CPA & Consultant PLLC.
24 Power of Attorney pursuant to which the Directors have
signed this Form S-8 Registration Statement
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* Filed herewith.
ITEM 9. UNDERTAKINGS
(a) The Company 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 of 1933;
(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;
(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 paragraph (a)(1)(i) and (a)(1)(ii) shall
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 Company pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the
3
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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 of 1933 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 Securities and Exchange 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 Company of expenses incurred or
paid by a director, officer or controlling persons of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling persons 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 Act and will be governed by the final adjudication of
such issue.
(d) The Company hereby undertakes that the registrant will submit the Plan
and any amendment thereto to the Internal Revenue Service ("IRS") in a timely
manner, and will make all changes required by the IRS in order to qualify the
Plan.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all 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 Oak Harbor, State of Washington, on June 22, 1998.
WASHINGTON BANKING COMPANY
(Registrant)
By: /s/ MICHAL D. CANN
------------------------------------
Michal D. Cann
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated, on June 22, 1998.
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SIGNATURE TITLE
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/s/ MICHAL D. CANN President and Chief Executive Officer
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Michal D. Cann
/s/ LARRY SCODELLER Executive Vice President
- ----------------------------------------------------- and Chief Operating Officer
Larry Scodeller
Michal D. Cann Director
Orlan Dean Director
Marlen Knutson Director
Karl C. Krieg, III Director
Jay T. Lien Director
Robert B. Olson Director
Anthony B. Pickering Director
Alvin J. Sherman Director
Edward J. (Bud) Walgren Director
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Michal D. Cann, by signing his name hereto, does hereby sign this document
in his capacity as a director and pursuant to powers of attorney duly executed
by the persons named, filed with the Securities and Exchange Commission as an
exhibit to this document, on behalf of such persons, all in the capacities and
on the date stated, such persons including a majority of the directors of the
registrant.
/s/ MICHAL D. CANN
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Michal D. Cann
Attorney-in-Fact
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Pursuant to the requirements of the Securities Act of 1933, the trustee of
the Plan has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Oak Harbor, State
of Washington, on June 22, 1998.
WHIDBEY ISLAND BANK 401(K) PLAN
(Plan)
By: /s/ MICHAL D. CANN
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Michal D. Cann
Trustee
By: /s/ EDWARD J. WALGREN
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Edward J. (Bud) Walgren
Trustee
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EXHIBIT INDEX
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SEQUENTIALLY
NUMBERED
EXHIBIT NO. EXHIBITS PAGE
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4 Articles of Incorporation filed as an exhibit to the
Company's Registration Statement on Form SB-2 (Registration
No. 333-49925) and incorporated by this reference...........
23.1 Consent of KPMG Peat Marwick LLP............................
23.2 Consent of David Christensen CPA & Consultant PLLC..........
24 Power of Attorney pursuant to which the Directors have
signed this Form S-8 Registration Statement.................
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* Filed herewith.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors and Shareholders
Washington Banking Company:
We consent to the use of our report incorporated herein by reference and
to the reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG PEAT MARWICK L.L.P.
Seattle, Washington
June 19, 1998
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Exhibit 23.2
[DAVID CHRISTENSEN CPA & CONSULTANT, PLLC LETTERHEAD]
June 19, 1998
Washington Banking Company
1421 SW Barlow Street
Oak Harbor, Washington 98277
RE: CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
To: The Board of Directors
Washington Banking Company
I consent to the incorporation by reference in the Registration Statement of
Washington Banking Corporation on Form S-8 of the report of David O. Christensen
Certified Public Accountants & Consultants (now known as David Christensen CPA
and Consultant, PLLC) dated January 31, 1997, except Note 16 that is dated April
24, 1998, on the audits of the Consolidated Financial Statements and Notes of
Washington Banking Company as of December 31, 1996 and 1995, all of which were
incorporated by reference in the SB-2 Registration Statement.
I also consent to the reference to David O. Christensen Certified Public
Accountants & Consultants under the caption "Experts" in the Registration
Statement and the Prospectus relating thereto, and the filing of this letter as
an Exhibit to the Registration Statement.
Very truly yours,
/s/ DAVID O. CHRISTENSEN
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David O. Christensen
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EXHIBIT 24
POWER OF ATTORNEY
Each director of Washington Banking Company (the "Company"), whose
signature appears below, hereby appoints Michal D. Cann, as his or her attorney
to sign, in his or her name and behalf and in any and all capacities stated
below, the Company's Registration Statement on Form S-8 (the "Registration
Statement(s)") for the registration of securities in connection with the
participation of directors and employees in and acquisition of securities
through the Whidbey Island Bank 401(k) Plan, and likewise to sign any and all
amendments and other documents relating thereto as shall be necessary to cause
the Registration Statements to become effective (including post-effective
amendments), and to sign any and all such documents upon the advice of legal
counsel to carry out the exercise and sale of the option shares, each such
person hereby granting to each such attorney power to act with or without the
other and full power of substitution and revocation, and hereby ratifying all of
that any such attorney or his substitute may do by virtue hereof.
This Power of Attorney has been signed by the following persons in the
capacities indicated on the 18th day of June, 1998.
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Signature Title
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/s/ Michal D. Cann Director
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Michal D. Cann
/s/ Orlan Dean Director
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Orlan Dean
/s/ Marlen Knutson Director
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Marlen Knutson
/s/ Karl C. Krieg, III Director
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Karl C. Krieg, III
/s/ Jay T. Lien Director
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Jay T. Lien
/s/ Robert B. Olson Director
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Robert B. Olson
/s/ Anthony B. Pickering Director
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Anthony B. Pickering
/s/ Alvin J. Sherman Director
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Alvin J. Sherman
/s/ Edward J. Wallgren Director
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Edward J. Wallgren
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