Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
PACIFIC FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Washington 91-1815009
(State of incorporation) (IRS Employer Identification No.)
300 East Market Street
Aberdeen, Washington 98520-5244
(Address of principal executive offices) (Zip Code)
PACIFIC FINANCIAL CORPORATION
2000 STOCK INCENTIVE COMPENSATION PLAN
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THE BANK OF GRAYS HARBOR
INCENTIVE STOCK OPTION PLAN
(Full title of the plans)
Janice M. Pearce
Pacific Financial Corporation
300 East Market Street
Aberdeen, Washington 98520-5244
Telephone (360) 533-8870
(Name, address, and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, par 577,300 shares (2) $13,105,829.50 $3,459.94
value $1.00 (1) (2)
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</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, this registration
statement covers the additional shares issuable pursuant to a five-for- one
stock split effected July 15, 2000, and also covers an indeterminate number of
additional shares reserved for issuance as a result of any future stock split,
stock dividend, or similar adjustment of the outstanding common stock.
(2) Pursuant to Rule 457(h), the proposed maximum aggregate offering price and
the registration fee have been computed based on (i) the aggregate exercise
price of outstanding options to purchase a total of 77,300 shares of the
registrant's common stock in the amount of $1,480,829.50 and (ii) with respect
to the balance of 500,000 shares, the amount of $11,625,000 based on the average
of the bid and asked prices in the over-the-counter market for shares of the
registrant's common stock on December 4, 2000, $23.25.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the registrant with the Securities
and Exchange Commission are incorporated by reference in this registration
statement:
(a) The registrant's Annual Report on Form 10-K for the year ended
December 31, 1999.
(b) The registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2000, June 30, 2000, and September 30, 2000.
(c) The registrant's Current Reports on Form 8-K filed April 21,
2000, and June 29, 2000.
(d) The description of the registrant's common stock included as
Exhibit 99 to the registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2000.
All documents filed by the registrant subsequent to the date of filing
of this Registration Statement pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934, as amended, 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 a part hereof from the date of
filing of such documents.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under RCW Sections 23B.08.510 to 23B.08.570 of the Washington Business
Corporation Act (the "Act"), a person who is made a party to a proceeding
because such person is or was an officer or director of a corporation (an
"Indemnitee") shall be indemnified by the corporation (unless the corporation's
articles of incorporation provide otherwise) against reasonable expenses
incurred by the Indemnitee in connection with the proceeding if the Indemnitee
is wholly successful, on the merits or otherwise, or if ordered by a court of
competent jurisdiction. In addition, under said sections a corporation is
permitted to indemnify an Indemnitee against liability incurred in a proceeding
if (i) the Indemnitee's conduct was in good faith, (ii) in a manner he or she
reasonably believed was in the corporation's best interests or at least not
opposed to the corporation's best interests, (iii) the Indemnitee had no
reasonable cause to believe his or her conduct was unlawful if the proceeding
was a criminal proceeding, (iv) the Indemnitee was not adjudged liable to the
corporation if the proceeding was by or in the right of the corporation, and (v)
the Indemnitee was not adjudged liable on the basis that he or she improperly
received a personal benefit. Indemnification in connection with a proceeding by
or in the right of the corporation is limited to reasonable expenses incurred in
connection with the proceeding.
Pursuant to the registrant's Restated Articles of Incorporation, as
amended (the "Articles"), the registrant will indemnify each of its present and
former directors (including directors who are also
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officers), and present and former non-employee directors of the registrant's
subsidiaries, with respect to expenses, settlements, judgments, penalties, and
fines in suits to which such person is or was made or threatened to be made a
party by reason of the fact that he or she is or was a director of the
registrant or a subsidiary. No such indemnification may be given if the acts or
omissions of the director are adjudged to involve intentional misconduct or a
knowing violation of law, if the director is liable to the registrant for an
unlawful distribution, or if the director participated in a transaction with the
registrant in which he or she personally received a benefit to which he or she
was not legally entitled. In addition, the Articles provide that the directors
of the registrant and non-employee directors of its subsidiaries shall not be
personally liable for monetary damages to the registrant or its shareholders for
certain breaches of their fiduciary duty as directors, except for liabilities
that involve their intentional misconduct or a knowing violation of law, their
authorization of illegal distributions, or receipt of an improper personal
benefit from their actions as directors. With respect to proceedings instituted
by a federal banking agency, indemnification may only be provided to the extent
permitted by the federal and state laws and regulations governing financial
institutions.
The Act provides that any director held liable for the unlawful payment of
a dividend or other distribution of assets of the registrant shall be entitled
to contribution from (a) each shareholder who accepted the dividend or
distribution knowing the same to have been made in violation of the Act or the
Articles and (b) each director who voted for or assented to the dividend or
distribution without complying with specified standards of conduct.
The registrant carries insurance coverage for its directors and officers
against certain liabilities that they may incur in their capacity as directors
or officers of the registrant.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
The Index to Exhibits listing the exhibits required by Item 601
of Regulation S-K is located at page II-5.
Item 9. UNDERTAKINGS.
(a) The 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:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933 ("Securities Act");
(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;
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Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do 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 registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act") that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 that 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, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6 above, 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 Securities 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 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
Securities Act and will be governed by the final adjudication of such issue. The
undertaking of the registrant in the preceding sentence does not apply to
insurance against liability arising under the Securities Act.
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SIGNATURES
THE REGISTRANT.
Pursuant to 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 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 Aberdeen, state of Washington, on the 5th day of
December, 2000.
PACIFIC FINANCIAL CORPORATION
By /s/ John Van Dijk
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John Van Dijk
Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated as of the 5th day of December, 2000.
Signature Title
Principal Executive Officer and Director:
*DENNIS A. LONG President and Director
Principal Financial and Accounting Officer:
/s/ John Van Dijk Treasurer
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John Van Dijk
A majority of the Board of Directors:
*JOSEPH A. MALIK Director and Chairman
of the Board
*ROBERT J. WORRELL Director and Chief
Executive Officer
*GARY C. FORCUM Director
*DUANE E. HAGSTROM Director
*ROBERT A. HALL Director
*SIDNEY R. SNYDER Director
*WALTER L. WESTLING Director
*DAVID L. WOODLAND Director
*By /s/ John Van Dijk
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John Van Dijk, as attorney-in-fact
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INDEX TO EXHIBITS
4.1 Restated Articles of Incorporation, as amended, of the registrant.
Incorporated by reference to Exhibit 3.2 to the registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2000.
4.2 Bylaws of the registrant. Incorporated by reference to Exhibit 2b to
Form 8-A filed by the registrant and declared effective on March 7,
2000 (Registration No. 000-29829).
5 Opinion of Miller Nash LLP.
23.1 Consent of Knight Vale & Gregory PLLC.
23.2 Consent of Miller Nash LLP. Included in Exhibit 5.
24 Power of attorney of certain officers and directors.
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Other exhibits listed in Item 601 to Regulation S-K are not applicable.
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