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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
WASHINGTON BANKING COMPANY
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(Exact name of registrant as specified in its charter)
WASHINGTON 91-1725825
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(State of Incorporation or organization) (I.R.S. Employer or Identification No.)
1421 S.W. BARLOW STREET, OAK HARBOR, WA 98277
(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)
1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Washington Banking Company filed a Registration Statement on Form SB-2 on
April 10, 1998 (File No. 333-49925) and thereafter amended it in Amendment
No. 1 filed June 3, 1998 (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
the Registration Statement.
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2.1 Articles of Amendment to Articles of Incorporation.
Incorporated by reference to Exhibit 3.1 of the
Registration Statement.
2.2 Amended and Restated Articles of Incorporation.
Incorporated by reference to Exhibit 3.2 of the
Registration Statement
2.3 Bylaws of the Registrant. Incorporated by reference
to Exhibit 3.3 of the Registration Statement.
3.1 Washington Banking Company Employee Stock Option
Plan. Incorporated by reference to Exhibit 10.1 of
the Registration Statement
3.2 Washington Banking Company Director Stock Option
Plan. Incorporated by reference to Exhibit 10.2 of
the Registration Statement.
3.3 Washington Banking Company Form of Employee Stock
Option Agreement. Incorporated by reference to
Exhibit 10.3 of the Registration Statement.
3.4 Washington Banking Company Form of Director Stock
Option Agreement. Incorporated by reference to
Exhibit 10.4 of the Registration Statement.
3.5 Buy Sell Agreement and First Amendment to Buy Sell
Agreement. Incorporated by reference to Exhibit 10.5
of the Registration Statement.
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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.
WASHINGTON BANKING COMPANY
Date: June 22, 1998 By: /s/ MICHAL D. CANN
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Michal D. Cann
President and Chief Executive Officer
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