<PAGE>
As filed with the Securities and Exchange Commission on July 25, 1997
Registration No. 333-
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Centennial Bancorp
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Oregon 93-0792841
- --------------------------------------------------------------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
675 Oak Street, P.O. Box 1560
Eugene, Oregon 97440
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Restated 1995 Stock Incentive Plan
----------------------------------
(Full title of the plan)
Richard C. Williams
President and Chief Executive Officer
Centennial Bancorp
675 Oak Street, P.O. Box 1560
Eugene, OR 97440
(541) 342-3970
---------------------------------------------------------
(Name, address and telephone number of agent for service)
Copies to:
Carol Dey Hibbs
Tonkon, Torp, Galen, Marmaduke & Booth
1600 Pioneer Tower
888 S.W. Fifth Avenue
Portland, Oregon 97204
(503) 221-1440
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount to Offering Aggregate Amount of
to be be Regis- Price Per Offering Registra-
Registered tered (1) Share (2) Price (2) tion Fee (2)
- ---------- --------- --------- --------- ------------
Common
Stock, 147,708 $10.26 $1,515,484 $ 460
$2.00 par shares
value
Common
Stock, 131,802 $25.63 $3,378,086 $1,024
$2.00 par
value
Total $1,484
(1) This filing registers 279,510 shares of the Company's Common Stock reserved
for issuance under the Company's Employee Stock Purchase Plan. There are also
registered an undetermined number of additional shares of Common Stock that may
become available for purchase in accordance with the provisions of the Plans in
the event of a change in the outstanding shares of Common Stock, including a
recapitalization.
(2) Based upon (a) the actual price for 147,708 shares of the Company's Common
Stock subject to previously granted options (which are exercisable at a price of
$10.26 per share) and (b) the estimated proposed maximum offering price for the
other 131,802 shares reserved for issuance under the Restated 1995 Stock
Incentive Plan, estimated solely for purposes of calculating the registration
fee, based upon the average of the high and low prices of the Common Stock on
July 23, 1997, as reported by the Nasdaq National Market ($25.63).
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Centennial Bancorp, an Oregon
corporation (the "Company"), with the Securities and Exchange Commission are
incorporated by reference in this registration statement:
(a) The Company's annual report on Form 10-K for the year
ended December 31, 1996;
(b) The Company's quarterly report on Form Form 10-Q for the
quarter ended March 31, 1997; and
(c) The description of the Company's common stock, $2.00 par
value (the "Common Stock"), set forth in the Company's
registration statement on Form SB-2, as declared effective
on April 19, 1994 (Registration No. 33-76944).
All documents filed by the Company subsequent to those listed
above pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), 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 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 the Oregon Revised Statutes ("ORS"), the Company's
Restated Articles of Incorporation, as amended (the "Articles"), and the
Company's Restated Bylaws, as amended (the "Bylaws"), the Company has broad
powers to indemnify directors and officers against liabilities that they may
incur in such capacities.
Under ORS 60.387 to ORS 60.414, a person who is made a party
to a proceeding because such person is or was an officer or director of the
corporation shall be indemnified by the corporation (unless the corporation's
articles of incorporation provide otherwise) against reasonable expenses
incurred by such person in connection with the proceeding if such person is
wholly successful on the merits or otherwise or if ordered by a court of
competent jurisdiction. In addition, a corporation is permitted under such
sections to indemnify such persons against liability incurred in a proceeding
if: (i) such person's conduct was in good faith and in a manner he or she
reasonably believed was in the corporation's best interests, or, at least, not
opposed to its best interests; (ii) such person had no reasonable cause to
believe his or her conduct was unlawful if the proceeding was a criminal
proceeding; (iii) such person was not adjudged liable to the corporation if the
proceeding was by or in the right of the corporation (in which case
indemnification is limited to such person's reasonable expenses in connection
with the proceeding); and (iv) such person was not adjudged liable on the basis
that he or she improperly received a personal benefit.
<PAGE>
The Articles require the indemnification of an officer or
director made or threatened to be made party to a proceeding because such person
is or was an officer or director of the Company or one of its subsidiaries
against certain liabilities and expenses if: (1) the officer's or director's
conduct was in good faith; (ii) the officer or director did not engage in
intentional misconduct; and (iii) in the case of a criminal proceeding, the
officer or director did not know the conduct was unlawful. In the case of any
proceeding by or in the right of the Company, an officer or director is entitled
to indemnification against certain expenses, except that no indemnification
generally would be made if: (i) the officer or director has been adjudged liable
for deliberate misconduct in the performance of a duty to the Company; (ii) the
officer or director received an improper personal benefit; (iii) the officer or
director breached a duty of loyalty to the Company; or (iv) the officer or
director received a distribution that was unlawful under Oregon law.
Indemnification may also be provided to person other than officers or directors
under certain circumstances.
The Articles also provide that no director will be liable to
the Company or its shareholders for monetary damages for conduct as a director,
except that personal liability may exist for any: (i) breach of a director's
duty of loyalty to the Company or its shareholders; (ii) act or omission not in
good faith or that involves intentional misconduct or a knowing violation of the
law; (iii) unlawful distribution to shareholders; or (iv) transaction from which
the director receives an improper personal benefit.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits listed in the Index to Exhibits, which appears on
page II-7 herein, are filed as part of this registration statement.
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:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933, as amended
(the "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;
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 Section 15(d) of the Exchange Act that are incorporated
by reference in the registration statement.
<PAGE>
(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 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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 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 above-referenced provisions, or otherwise, the
registrant has been advised that in the opinion of the 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Eugene, Oregon, on July 25, 1997.
CENTENNIAL BANCORP
By: /s/Richard Williams
-------------------------
Richard C. Williams
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose
signature appears below hereby constitutes and appoints Richard C. Williams and
Michael J. Nysingh, and each of them, his true and lawful attorney-in-fact and
agent, with full power of substitution for him in any and all capacities, to
sign any and all amendments or post-effective amendments to this registration
statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto each such attorney and agent full power and authority to do any and all
acts and things necessary or advisable in connection with such matters, and
hereby ratifying and confirming all that each such attorney and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following persons in
the capacities and on the date(s) indicated:
PRINCIPAL EXECUTIVE OFFICER: DATE:
/s/ Richard C. Williams July 25, 1997
- ----------------------------
Richard C. Williams
President, Chief Executive
Officer and Director
PRINCIPAL FINANCIAL OFFICER:
/s/ Michael J. Nysingh July 23, 1997
- ----------------------------
Michael J. Nysingh
Chief Financial Officer
DIRECTORS:
/s/ Dan Giustina July 23, 1997
- ----------------------------
Dan Giustina
/s/ Cordy H. Jensen July 23, 1997
- ----------------------------
Cordy H. Jensen
July __, 1997
____________________________
Robert L. Newburn
/s/ Brian B. Obie July 25, 1997
- ----------------------------
Brian B. Obie
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT PAGE
- ------ ------- ----
4.1 Restated Articles of Incorporation,
as amended(1)
4.2 Restated Bylaws, as amended(2)
5.1 Opinion of Tonkon, Torp, Galen, Marmaduke & Booth 8
23.1 Consent of Coopers & Lybrand L.L.P., Independent
Accountants 9
23.2 Consent of Tonkon, Torp, Galen, Marmaduke & Booth
(included in Exhibit 5.1)
24.1 Power of Attorney (See Page II-5)
99.1 Restated 1995 Stock Incentive Plan(3)
99.2 Form of Incentive Stock Option Agreement entered into
between registrant and certain officers and employees
pursuant to registrant's Restated 1995 Stock Incentive
Plan(3)
99.3 Form of Nonstatutory Stock Option Agreement entered
into between registrant and its nonemployee directors
pursuant to registrant's Restated 1995 Stock Incentive
Plan(4)
99.4 Nonstatutory (Nonqualified) Stock Option Agreement
dated November 22, 1995, between registrant and
Richard C. Williams(4)
- ----------------
(1) Incorporated by reference from the Company's quarterly report on Form 10-Q
for the quarter ended June 30, 1990.
(2) Incorporated by reference from the Company's annual report on Form 10-K
filed for the fiscal year ended December 31, 1992.
(3) Incorporated by reference from the Company's annual report on Form 10-K for
the year ended December 31, 1996.
(4) Incorporated by reference from the Company's annual report on Form 10-K
filed for the year ended December 31, 1995.
Other exhibits listed in Item 601 of Regulation S-B are not applicable.
<PAGE>
TONKON, TORP, GALEN, MARMADUKE & BOOTH
ATTORNEYS AT LAW
1600 PIONEER TOWER
888 S.W. FIFTH AVENUE
PORTLAND, OREGON 97204-2099
(503) 221-1440
FAX (503) 274-8779
July 25, 1997
To the Board of Directors
of Centennial Bancorp
Ladies and Gentlemen:
We have acted as counsel for Centennial Bancorp (the
"Company") in connection with the preparation and filing of a Registration
Statement on Form S-8 under the Securities Act of 1933, covering a proposed
254,100 shares of the Company's Common Stock, $2.00 par value (the "Shares"). We
have reviewed the corporate action of the Company in connection with this matter
and have examined and relied upon such documents, corporate records and other
evidence as we have deemed necessary for the purpose of this opinion.
Based on the foregoing, it is our opinion that the Shares have
been duly authorized and, when issued and sold pursuant to the Restated 1995
Stock Incentive Plan and the applicable Stock Option Agreements, the Shares will
be legally issued, fully paid and nonassessable. We hereby consent to the filing
of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ TONKON, TORP, GALEN,
MARMADUKE & BOOTH
<PAGE>
EXHIBIT 23.1
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors and Shareholders of
Centennial Bancorp:
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated January 29, 1997, on our audits of the consolidated
financial statements and financial statement schedules of Centennial Bancorp and
subsidiaries as of December 31, 1996 and 1995, and for each of the three years
in the period ended December 31, 1996.
/s/ Coopers & Lybrand L.L.P.
Eugene, Oregon
July 24, 1997
