As filed with the Securities and Exchange Commission on October 19, 1999
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EVERTRUST FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Washington 91-1613658
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2707 Colby Avenue, Suite 600 Everett, Washington 98201
(Address of principal executive offices) (Zip Code)
EverTrust Financial Group, Inc. 401(k)
Employee Savings Profit Sharing Plan and Trust
(Full title of the plan)
John F. Breyer, Jr., Esquire Beth A. Freedman, Esquire
BREYER & ASSOCIATES PC SILVER, FREEDMAN & TAFF, L.L.P.
Suite 700 East Suite 700 East
1100 New York Avenue, N.W. 1100 New York Avenue, N.W.
Washington, D.C. 20005 Washington, D.C. 20005
(Name and address of agent for service)
(202) 737-7900 (202) 414-6100
------------------------------------- -----------------------------------
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share offering price registration fee
- ------------------------------------- -------------------- ------------------ ------------------ ----------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 69,000 shares(1) $9.84375(2) $679,218.75(2) $189.00(2)
Interests in Plan(3) N/A(3) N/A N/A N/A(3)
<FN>
(1) Estimated maximum aggregate number of shares of EverTrust Financial Group,
Inc. (the "Company") common stock purchasable with employee and employer
contributions under the Plan during the next 36 months.
(2) Estimated in accordance with Rule 457(h), solely for the purpose of
calculating the registration fee at $9.84375 per share, which was the
average of the high and low prices of the Company common stock on October
15, 1999.
(3) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
In accordance with Rule 457(h)(2) no separate fee calculation is made for
plan interests.
</FN>
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants in the EverTrust Financial Group, Inc.
401(k) Employee Savings Profit Sharing Plan and Trust (the "Plan") as specified
by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act").
Such document(s) are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously or concurrently filed by EverTrust
Financial Group, Inc. (the "Company") with the Commission are hereby
incorporated by reference into this Registration Statement and the prospectus to
which this Registration Statement relates (the "Prospectus"), which Prospectus
has been or will be delivered to the participants in the Plan covered by this
Registration Statement:
(a) The prospectus contained in the Company's Registration Statement on Form
S-1 filed on June 18, 1999 (Registration No. 333-81125), as amended by
Pre-Effective Amendment No. 1 to Form S-1 filed on August 2, 1999 and as
amended by Pre-Effective Amendment No. 2 to Form S-1 filed on August 11
1999;
(b) All reports filed by the Company pursuant to Section 13(a) or 15(d) of the
Exchange Act through the date hereof; and
(c) The description of the common stock, par value $.01 per share, of the
Company contained in the Company's Registration Statement on Form 8-A (File
No. 000-26993) filed with the Commission on August 10, 1999 and all
amendments or reports filed for the purpose of updating such description.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the
date hereof, and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed incorporated by reference
into this Registration Statement and the Prospectus and to be a part hereof and
thereof from the date of the filing of such documents. Any statement contained
in the documents incorporated, or deemed to be incorporated, by reference herein
or therein shall be deemed to be modified or superseded for purposes of this
Registration Statement and the Prospectus to the extent that a statement
contained herein or therein or in any other subsequently filed document which
also is, or is deemed to be, incorporated by reference herein or therein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement and the Prospectus.
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<PAGE>
The Company shall furnish without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically incorporated by reference
to the information that is incorporated). Requests should be directed to Nancy
Elliott, Human Resources Director, 2707 Colby Avenue, Suite 600, Everett,
Washington 98201, telephone number (425) 258-3645.
All information appearing in this Registration Statement and the Prospectus
is qualified in its entirety by the detailed information, including financial
statements, appearing in the documents incorporated herein or therein by
reference.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
In accordance with the Washington Business Corporation Law, RCW
ss.23B.08.570, Article XIII of the Registrant's Amended and Restated Articles of
Incorporation provides for indemnification of directors and officers of the
Registrant against any and all liabilities, judgments, fines and reasonable
settlements, costs, expenses and attorneys' fees incurred in any actual,
threatened or potential proceeding, except to the extent that such
indemnification is limited by Washington law and such law cannot be varied by
contract or bylaw. Article XIII also provides for the authority to purchase
insurance with respect thereto.
Washington Business Corporation Law, RCW ss.23B.08.570 authorizes a
corporation's board of directors to grant indemnity under certain circumstances
to directors and officers, when made, or threatened to be made, parties to
certain proceedings by reason of such status with the corporation, against
judgments, fines, settlements and expenses, including attorneys' fees. In
addition, under certain circumstances such persons may be indemnified against
expenses actually and reasonably incurred in defense of a proceeding by or on
behalf of the corporation. Similarly, the corporation, under certain
circumstances, is authorized to indemnify directors and officers of other
corporations or enterprises who are serving as such at the request of the
corporation, when such persons are made, or threatened to be made, parties to
certain proceedings by reason of such status, against judgments, fines,
settlements and expenses, including attorneys' fees; and under certain
circumstances, such persons may be indemnified against expenses actually and
reasonably incurred in connection with the defense or settlement of a proceeding
by or in the right of such other corporation or enterprise. Indemnification is
permitted where such person (i) was acting in good faith, (ii) was acting in a
II-2
<PAGE>
manner he reasonably believed to be in or not opposed to the best interests of
the corporation or other corporation or enterprise, as appropriate, (iii) with
respect to a criminal proceeding, had no reasonable cause to believe his conduct
was unlawful, and (iv) was not adjudged to be liable to the corporation or other
corporation or enterprise (unless the court where the proceeding was brought
determines that such person is fairly and reasonably entitled to indemnity).
Unless ordered by a court, indemnification may be made only following a
determination that such indemnification is permissible because the person being
indemnified has met the requisite standard of conduct. Such determination may be
made (i) by the corporation's board of directors by a majority vote of a quorum
consisting of directors not at the time parties to such proceeding; or (ii) if
such a quorum cannot be obtained or the quorum so directs, then by independent
legal counsel in a written opinion; or (iii) by the stockholders.
Washington Business Corporation Law, RCW ss.23B.08.570 also permits
expenses incurred by directors and officers in defending a proceeding to be paid
by the corporation in advance of the final disposition of such proceedings upon
the receipt of an undertaking by the director or officer to repay such amount if
it is ultimately determined that he is not entitled to be indemnified by the
corporation against such expenses.
Under a directors' and officers' liability insurance policy, directors and
officers of the Company are insured against certain liabilities.
Item 7. Exemption from Registration Claimed.
Not Applicable.
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<PAGE>
Item 8. Exhibits.
Regulation Reference to Prior
S-K Filing or Exhibit
Exhibit Number
Number Document Attached Hereto
- --------------------------------------------------------------------------------
4 Instruments defining the rights of security
holders, including debentures:
Articles of Incorporation of EverTrust Financial Group, Inc. *
Bylaws of EverTrust Financial Group, Inc. **
5 Opinion of Silver, Freedman & Taff, L.L.P. 5
23 Consents of Independent Accountants and Counsel:
Consent of Silver, Freedman & Taff, L.L.P. Contained in
Exhibit 5
Consent of Deloitte & Touche LLP 23.2
24 Power of Attorney Contained on
Signature Page
- ------------------
* Incorporated hereby by reference to Exhibit 3.1 of the Company's
Registration Statement on Form S-1 (Registration No. 333-81125).
** Incorporated hereby by reference to Exhibit 3.2 of the Company's
Registration Statement on Form S-1 (Registration No. 333-81125).
The Registrant hereby undertakes that it will submit or has submitted the
Plan and any amendment thereto to the Internal Revenue Service (the "IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan under Section 401 of the Internal Revenue Code of 1986, as
amended.
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
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.
(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
II-4
<PAGE>
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 of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or
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 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 Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant 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 Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant of expenses incurred or paid by a director, officer or
controlling person 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 Act and will be
governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Everett, State of Washington on October 18, 1999.
EVERTRUST FINANCIAL GROUP, INC.
By: /s/ Michael B. Hansen
-------------------------------
Michael B. Hansen, President
and Chief Executive Officer
(Duly Authorized Representative)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Michael B. Hansen, his true and lawful
attorney-in-fact and agent, with full power of substitution and re-substitution,
for him in his name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
/s/Michael B. Hansen /s/Margaret B. Bavasi
- ------------------------------ ------------------------------
Michael B. Hansen Margaret B. Bavasi
Chief Executive Officer, President Chairman of the Board
and Director
(Principal Executive Officer)
/s/ Jeffrey R. Mitchell /s/Michael R. Deller
- ------------------------------ ------------------------------
Jeffrey R. Mitchell Michael R. Deller
Vice President, Chief Financial Officer Director
and Treasurer
(Principal Financial and Accounting Officer)
II-6
<PAGE>
/s/R. Michael Kight /s/George S. Newland
- ------------------------------ ------------------------------
R. Michael Kight George S. Newland
Director Director
/s/William J. Rucker /s/Thomas R. Collins
- ------------------------------ ------------------------------
William J. Rucker Thomas R. Collins
Director Director
/s/Thomas J. Gaffney /s/Robert A. Leach, Jr.
- ------------------------------ ------------------------------
Thomas J. Gaffney Robert A. Leach, Jr.
Director Director
II-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) have duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Everett, State of Washington, on
October 18, 1999.
EverTrust Financial Group
401(k) Employee Savings
Profit Sharing Plan and Trust
/s/ Barbara Berg /s/ Barbara Bloomfield
- ------------------------------ ------------------------------
Barbara Berg Barbara Bloomfield
Member, Administrative Committee Member, Administrative Committee
Date: October 18, 1999 Date: October 18, 1999
/s/ Lori Christenson /s/ Nancy Elliott
- ------------------------------ ------------------------------
Lori Christenson Nancy Elliott
Member, Administrative Committee Member, Administrative Committee
Date: October 18, 1999 Date: October 18, 1999
/s/ Jeff Mitchell /s/ Bill Raiser
- ------------------------------ ------------------------------
Jeff Mitchell Bill Raiser
Member, Administrative Committee Member, Administrative Committee
Date: October 18, 1999 Date: October 18, 1999
/s/ Bill Tuckett
- ------------------------------
Bill Tuckett
Member, Administrative Committee
Date: October 18, 1999
II-8
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
----------
EXHIBITS
TO
REGISTRATION STATEMENT ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
----------
<PAGE>
EVERTRUST FINANCIAL GROUP, INC.
EXHIBIT INDEX
Regulation Reference to Prior
S-K Filing or Exhibit
Exhibit Number
Number Document Attached Hereto
- --------------------------------------------------------------------------------
4 Instruments defining the rights of security
holders, including debentures:
Articles of Incorporation of EverTrust Financial Group, Inc. *
Bylaws of EverTrust Financial Group, Inc. **
5 Opinion of Silver, Freedman & Taff, L.L.P. 5
23 Consents of Independent Accountants and Counsel:
Consent of Silver, Freedman & Taff, L.L.P. Contained in
Exhibit 5
Consent of Deloitte & Touche LLP 23.2
24 Power of Attorney Contained on
Signature Page
* Incorporated hereby by reference to Exhibit 3.1 of the Company's
Registration Statement on Form S-1 (Registration No. 333-81125).
** Incorporated hereby by reference to Exhibit 3.2 of the Company's
Registration Statement on Form S-1 (Registration No. 333-81125).
EXHIBIT 5
October 18, 1999
Board of Directors
EverTrust Financial Group, Inc.
2707 Colby Avenue, Suite 600
Everett, Washington 98201
Members of the Board:
We have acted as counsel to EverTrust Financial Group, Inc. (the
"Corporation") in connection with the preparation and filing with the Securities
and Exchange Commission of a registration statement on Form S-8 under the
Securities Act of 1933 (the "Registration Statement") relating to 69,000 shares
of the Corporation's Common Stock, par value $.01 per share (the "Common
Stock"), to be offered pursuant to the EverTrust Financial Group, Inc. 401(k)
Employee Savings Profit Sharing Plan and Trust (the "Plan") and related
interests in the Plan.
In this connection, we have reviewed originals or copies, certified or
otherwise identified to our satisfaction, of the Plan and agreements thereto,
the Corporation's Articles of Incorporation, Bylaws, resolutions of its Board of
Directors and such other documents and corporate records as we have deemed
appropriate for the purpose of rendering this opinion.
Based upon the foregoing, it is our opinion that the shares of Common
Stock and interests in the Plan covered by the Registration Statement will, when
sold, be legally issued, fully paid and non-assessable.
We hereby consent to the inclusion of our opinion in this Registration
Statement. In giving this consent, we do not admit that we are within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ Silver, Freedman & Taff, L.L.P.
SILVER, FREEDMAN & TAFF, L.L.P.
EXHIBIT 23.2
[LETTERHEAD OF DELOITTE & TOUCHE LLP]
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
EverTrust Financial Group, Inc. on Form S-8 of our report dated May 14, 1999, on
the consolidated financial statements of EverTrust Financial Group, Inc.,
appearing in the Prospectus filed under the Securities Act of 1933 that relates
to Amendment No. 2 to Registration Statement No. 333-81125 of EverTrust
Financial Group, Inc. on Form S-1.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Seattle, Washington
October 13, 1999
