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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
------------------------
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WASHINGTON BANKING COMPANY
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
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<S> <C> <C>
WASHINGTON 6712 91-1725825
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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1421 S.W. BARLOW STREET, OAK HARBOR, WASHINGTON 98277 (360) 679-3121
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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:
J. JAMES GALLAGHER, ESQ.
SANDRA L. GALLAGHER, ESQ.
GORDON, THOMAS, HONEYWELL,
MALANCA, PETERSON & DAHEIM, P.L.L.C.
1201 PACIFIC AVENUE, SUITE 2200
P.O. BOX 1157
TACOMA, WASHINGTON 98401-1157
(253) 572-5050
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-49925
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, 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, 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,
please check the following box. [ ]
CALCULATION OF ADDITIONAL REGISTRATION FEE
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TITLE OF EACH CLASS OF SECURITIES PROPOSED MAXIMUM PROPOSED MAXIMUM
TO AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED(1) PER UNIT(2) PRICE(2) REGISTRATION FEE
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Common Stock, no par value......... 230,000 shares $13.00 $2,990,000 $882.05
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(1) Includes up to 30,000 which the Underwriter has the option to purchase to
cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the registration fee, in
accordance with Rule 457(c).
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EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form SB-2 (Reg. No. 333-49925) filed by Washington Banking Company
with the Securities and Exchange Commission on April 10, 1998, as amended,
including the exhibits thereto, and declared effective by the Commission on June
22, 1998, are incorporated herein by reference.
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorized this Amendment No. 1
to the Registration Statement to be signed on its behalf by the undersigned, in
the City of Oak Harbor, State of Washington, on June 22, 1998.
WASHINGTON BANKING COMPANY
By: /s/ MICHAL D. CANN
------------------------------------
Michal D. Cann
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons on
June 22, 1998 in the capacities indicated.
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SIGNATURE TITLE DATE
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PRINCIPAL EXECUTIVE OFFICER:
/s/ MICHAL D. CANN President and Chief Executive Officer
- ------------------------------------------------
Michal D. Cann
PRINCIPAL FINANCIAL OFFICER AND PRINCIPAL
ACCOUNTING OFFICER:
/s/ PHYLLIS A. HAWKINS Senior Vice President
- ------------------------------------------------ and Chief Financial Officer
Phyllis A. Hawkins
A MAJORITY OF THE BOARD OF DIRECTORS:
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) Wallgren, 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
--------------------------------------
Michal Cann
Attorney-in-Fact
II-1
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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4.1 Specimen Stock Certificate*
5 Opinion of Gordon, Thomas, Honeywell, Malanca, Peterson &
Daheim, P.L.L.C. regarding legality of the Common Stock*
23.1 Consent of KPMG Peat Marwick LLP*
23.2 Consent of David O. Christensen CPA and Consultant, PLLC*
23.3 Consent of Gordon, Thomas, Honeywell, Malanca, Peterson &
Daheim, P.L.L.C. (included in opinion filed as Exhibit 5 to
this Registration Statement)*
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- ---------------
* Filed herewith
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WBC- [WASHINGTON BANKING COMPANY LOGO] SHARES
COMMON STOCK COMMON STOCK
SEE REVERSE FOR CERTAIN DEFINITIONS
AND A STATEMENT AS TO THE RIGHTS,
PREFERENCES AND PRIVILEGES OF, AND
RESTRICTIONS ON SHARES
INCORPORATED UNDER THE LAWS CUSIP 937303 10 5
OF THE STATE OF WASHINGTON
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, NO PAR VALUE, OF
WASHINGTON BANKING COMPANY
transferable on the books of the Corporation by the holder hereof in person or
by duly authorized attorney upon surrender of this Certificate properly
endorsed. This Certificate is not valid unless countersigned and registered by
the Transfer Agent and registered by the Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated:
[SEAL]
[SIGNATURE] [SIGNATURE]
President Secretary
Countersigned and Registered
U.S. STOCK TRANSFER CORPORATION
(Glendale, California)
Transfer Agent and Registrar
By
----------------------------
Authorized Officer
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Washington Banking Company
This certificate evidences shares of Common Stock of the Corporation. Other
classes of shares of the Corporation are, and may in the future be authorized
and outstanding, and those classes may consist of one or more series of shares,
each with different rights, preferences and limitations. The Corporation will
furnish to any shareholder upon written request and without charge a full
statement of the designations, preferences, limitations and relative rights of
the shares of each class authorized to be issued and the variations in the
relative rights and preferences between the shares of each series of a class of
shares so far as the same have been fixed and determined, and the authority of
the Board of Directors to fix and determine the relative rights and preferences
of the subsequent series.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as through they were written out in full
according to applicable laws or regulations:
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TEN COM - as tenants in common UNIF GIFT MIN ACT - _______________ Custodian _______________
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts to Minors
Act _________________________
JT TEN - as joint tenants with right of (State)
survivorship and not as tenants
in common
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Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED _______________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________
| |
| |
|____________________________________|
________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
________________________________________________________________________________
________________________________________________________________________________
_________________________________________________________________________ Shares
of the Common Stock represented by the within certificate, and do hereby
irrevocably constitute and appoint
_______________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated ________________________________
_________________________________________
NOTICE: THE SIGNATURE OF THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN
EVERY PARTICULAR WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.
SIGNATURE(S) GUARANTEED:
By _______________________________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULE 17Ad-15.
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Exhibit 5
[LETTERHEAD OF GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM P.L.L.C.]
June 22, 1998
Washington Banking Company
1421 S.W. Barlow Street
Oak Harbor, WA 98377
Re: Legality of Additional Securities to be Issued Pursuant to
Rule 462(b)
Dear Ladies and Gentlemen:
We have acted as your counsel in connection with the registration by
Washington Banking Company (the "Company") under the Securities Act of 1933, as
amended, (the "Act") of 230,000 additional shares of the Company's common stock,
no par value (the "Additional Shares") pursuant to a Registration Statement on
Form SB-2 (the "462(b) Registration Statement") filed with the Securities and
Exchange Commission (the "Commission") pursuant to Rule 462(b) promulgated
under the Act. The 462(b) Registration Statement to be used for the offer and
sale of the Additional Securities is filed with the Commission in connection
with the proposed initial public offering described in the Registration
Statement on Form SB-2 (Registration Statement No. 333-49925) filed with the
Commission on April 10, 1998, as amended, which was declared effective by the
Commission on June 22, 1998.
In connection with the offering of the Shares, we have examined (1) the
Company's Restated Articles of Incorporation, as amended, (2) the 462(b)
Registration Statement, and (3) such other documents as we have deemed
necessary to form the opinion expressed below. As to various questions of fact
independently established, we have relied upon statements of officers of the
Company.
Based on this examination, we advise you that in our opinion the
Additional Shares have been duly authorized and when sold by the Company in the
manner described in the 462(b) Registration Statement when the Registration
Statement becomes effective, will be validly issued, fully paid and
non-assessable.
The foregoing opinion is limited to the federal laws of the United States
and the laws of the State of Washington, and we express no opinion as to the
effect of the laws of any other jurisdiction.
We consent to the filing of this opinion as an Exhibit to the 462(b)
Registration Statement and to the reference in the Prospectus comprising part
of the 462(b) Registration Statement to this firm under the caption "Legal
Matters." In giving this consent, we do not admit that we come within the
category of persons whose consent is
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GORDON, THOMAS, HONEYWELL MALANCA, PETERSON & DAHEIM, P.L.L.C.
June 22, 1998
Page 2
required under Section 7 of the Act or the Rules and Regulations of the
Securities and Exchange Commission enacted under the Act.
This opinion is rendered for the purposes of Item 27 of Form SB-2 and Item
601 of Regulation S-K, may be relied upon only by you and the Commission and
may not be used, quoted or referred to and/or filed for any other purposed,
without our prior written permission.
Sincerely,
GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM, P.L.L.C.
/s/ Sandra L. Gallagher
By: Sandra L. Gallagher
SLG:mj
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EXHIBIT 23.1
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Washington Banking Company:
We consent to the use of our report included herein and to the reference to
our firm under the heading "Experts" in the prospectus.
KPMG PEAT MARWICK LLP
/s/ KPMG PEAT MARWICK LLP
Seattle, Washington
June 22, 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 Company on Form SB-2 of the report of David O. Christensen
Certified Public Accountants & Consultants (now known as David Christensen CPA
& Consultant, PLLC) dated January 31, 1997, except Note 18 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
David O. Christensen
