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As filed with the Securities and Exchange Commission on March __, 1999
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
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FRONTIER FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
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<S> <C>
Washington 91-1223535
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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323 S.W. Everett Mall Way
P.O. Box 2215
Everett, Washington 98203
(Address, including ZIP code, and telephone number, including area code,
of Registrant's principal executive office)
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FRONTIER FINANCIAL CORPORATION
1999 EMPLOYEE STOCK AWARD PLAN
(Full Title of the Plan)
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James F. Felicetty
Secretary and Treasurer
Frontier Financial Corporation
323 S.W. Everett Mall Way
P.O. Box 2215
Everett, Washington 98203
(425) 514-0719
(Name and address, including ZIP code, and telephone number,
including area code, of agent of service)
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with copies to:
Glen P. Garrison
Lucas D. Schenck
Keller Rohrback L.L.P.
1201 Third Avenue, Suite 3200
Seattle, Washington 98101-3052
(206) 623-1900
(Name and address, including ZIP code,
and telephone number, including area code)
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities to be Amount to be Offering Price Per Aggregate Offering Amount of
Registered Registered(1) Share(1) Price Registration Fee
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Common Shares, No Par Value 10,000 $49.00 $490,000 $136.22
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 based upon the average of the high and low prices of the
Common Stock on March 1, 1999 as reported in The Wall Street Journal for Nasdaq
National Market Issues.
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PART II
INFORMATION REQUIRED IN REGISTRATION
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference into this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, filed with the Securities and Exchange Commission (the
"Commission") on March 25, 1998 under Section 13(a) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), which contains certified financial
statements for the most recent fiscal year for which such statements have been
filed;
(b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the Annual
Report on Form 10-K referred to in (a) above; and
(c) The description of the Registrant's Common Stock contained in the
Registrant's Prospectus/Proxy Statement and included in the Registration
Statement on Form S-4 filed with the Commission (Registration No. 333-36929),
including any amendments or reports filed for the purpose of updating such
description.
In addition, any document filed by the Registrant pursuant to Section
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 that indicates that the securities
offered hereby have been sold or that deregisters the securities covered hereby
then remaining unsold shall also be deemed to be incorporated by reference into
this Registration Statement and to be a part hereof commencing on the respective
date on which such document is filed.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act (the "WBCA") authorize a court to award, or a corporation's
board of directors to grant, indemnificaiton to directors, officers, employees
and agents of the Registrant and those serving at the Registrant's request in
similar positions in any other corporation, partnership, joint venture, trust or
other enterprise in terms sufficiently broad to permit such indemnification
under certain circumstances for liabilities (including reimbursement for
expenses incurred) arising under the Securities Act of 1933, as amended (the
"Securities Act"). Article IX of the Registrant's Bylaws provides for
indemnification of the Registrant's directors and officers, to the maximum
extent permitted by Washington law, against expenses and liabilities (including
any obligation to pay any judgment, settlement, fine or expenses, including
attorneys' fees) actually and reasonably incurred in connection with any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, in which the director or officer is,
was or is threatened to be made a party to such action or is otherwise involved
in such action by reason of serving or having served at the request of the
Registrant as a director or officer of another corporation.
Section 23B.08.320 of the WBCA authorizes a corporation to limit a
director's liability to the corporation or its shareholders for monetary damages
for acts or omissions as a director, except in certain circumstances involving
intentional misconduct, self-dealing or illegal corporate loans or
distributions, or any transaction from which the director personally receives a
benefit in money, property or services to which the director is not legally
entitled. The Registrant's Articles of Incorporation provide, to the fullest
extent permitted by Washington law, limitations on a director's liability to
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the Registrant and its shareholders. The Registrant also maintains an insurance
policy insuring its directors and officers against liability for certain acts or
omissions while acting in their official capacity.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See Exhibit Index.
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 the Registration Statement;
i. To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
ii. To reflect in the prospectus any facts or events arising after
the effective date of this 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 this Registration
Statement; and
iii. To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement; provided,
however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act of 1934 (and, where applicable, each filing of any employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act of 1934) that is
incorporated by reference in this 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 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
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 of 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Everett, State of Washington, on the 1st day of March
1999.
FRONTIER FINANCIAL CORPORATION
By: /s/Robert J. Dickson
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Robert J. Dickson
President and Chief Executive
Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Robert
J. Dickson and James F. Felicetty, and each of them, as true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
to sign in the name and on behalf of such person, individually and in each
capacity stated below, any or all amendments (including pre-effective and
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.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated and on the date indicated.
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SIGNATURE TITLE DATE
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By: /s/ Robert J. Dickson President and Chief Executive Officer March 1, 1999
-------------------------- (Principal Executive Officer)
ROBERT J. DICKSON
By: /s/ James F. Felicetty Secretary and Treasurer March 1, 1999
------------------------- (Principal Financial and Accounting
JAMES F. FELICETTY Officer)
By: /*/ Director March 1, 1999
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GEORGE E. BARBER
By: /*/ Director March 1, 1999
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MICHAEL J. CORLISS
By: /*/ Director March 1, 1999
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LUCY DEYOUNG
By: /*/ Director March 1, 1999
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DAVID A. DUJARDIN
By: /*/ Director March 1, 1999
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EDWARD D. HANSEN
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By: /*/ Director March 1, 1999
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WILLIAM H. LUCAS
By: /*/ Director March 1, 1999
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JAMES M. MULLIGAN
By: /*/ Director March 1, 1999
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J. DONALD REGAN
By: /*/ Director March 1, 1999
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ROGER L. RICE
By: /*/ Director March 1, 1999
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ROY A. ROBINSON
By: /*/ Director March 1, 1999
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WILLIAM J. ROBINSON
By: /*/ Director March 1, 1999
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DARREL J. STORKSON
By: /*/ Director March 1, 1999
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EDWARD C. RUBATINO
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*By: /s/Robert J. Dickson
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Robert J. Dickson
Attorney-in-Fact
Robert J. Dickson, by signing his name hereto, does sign this document on
behalf of the persons named above, pursuant to a power of attorney duly executed
by such persons.
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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5.1 Opinion of Keller Rohrback L.L.P. regarding legality of the Common Stock being
registered.
23.1 Consent of Moss Adams L.L.P.
23.2 Consent of Keller Rohrback L.L.P. (included in its Opinion filed as Exhibit 5.1)
24.1 Power of Attorney (included on the Signature Page of this Registration
Statement)
99.1 Frontier Financial Corporation 1999 Employee Stock Award Plan
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[KELLER ROHRBACK LETTERHEAD]
March 1, 1999
Frontier Financial Corporation
332 S.W. Everett Mall Way
P.O. Box 2215
Everett, WA 98203
Re: Registration Statement Form S-8 of Shares of
Common Stock, No Par Value Per Share,
of Frontier Financial Corporation
Ladies and Gentlemen:
We have acted as counsel to you in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), which you are filing with the
Securities and Exchange Commission with respect to 10,000 shares of common
stock, no par value per share (the "Shares"), which may be issued pursuant to
the Frontier Financial Corporation 1999 Employee Stock Award Plan (the "Plan").
We have examined the Registration Statement and such documents and records of
the Company and other documents as we have deemed necessary for the purpose of
this opinion. In giving this opinion, we are assuming the authenticity of all
instruments presented to us as originals, the conformity with originals of all
instruments presented to us as copies and the genuineness of all signatures.
Based upon, and subject to, the foregoing, we are of the opinion that upon
the issuance of the Shares by the Company in accordance with the terms of the
Plan, such Shares will be duly authorized, validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. In giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/
Keller Rohrback, LLP
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated January
20, 1998 included in Frontier Financial Corporation's Annual Report on Form 10-K
for the year ended December 31, 1997.
/s/ MOSS ADAMS LLP
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MOSS ADAMS LLP
Everett, Washington
March 1, 1999
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FRONTIER FINANCIAL CORPORATION
1999 EMPLOYEE STOCK AWARD PLAN
The 1999 Employee Stock Award Plan ("Plan") is established to recognize,
motivate and reward eligible employees for longstanding performance with
Frontier Financial Corporation, or its subsidiary Frontier Bank ("Frontier"),
and to encourage such employees to have a greater personal financial investment
in Frontier through ownership of its common stock.
1. Eligibility. The individuals eligible to receive stock awards under
this Plan shall be those individuals who, as determined by the Board of
Directors, have performed as valuable employees of Frontier for at least twenty
(20) years, or some other tenure as determined from time to time by the Board of
Directors of Frontier.
2. Stock Subject to Plan. The total number of shares of common stock
which may be awarded under the Plan is 10,000; provided, however, that the
number of shares of common stock which have been authorized for award under the
Plan, but which have not been granted, shall be proportionately adjusted for any
increase or decrease in the number of issued shares of common stock resulting
from a stock split, reverse stock split, stock dividend, combination, or
reclassification of the common stock, or any other increase or decrease in the
number of issued shares of common stock effected without receipt of
consideration by Frontier.
3. Stock Awards. Stock awards are to be made in Frontier common stock.
Each stock award shall be an amount of stock equal to about $1,000 in value, or
such other amount as determined from time to time by the Board of Directors of
Frontier.
4. Amendment and Termination. The Board of Directors may amend or
discontinue this Plan at any time for any reason by resolution of the Board of
Directors.
5. Non-Qualified Plan. This Employee Stock Award Plan is not a qualified
plan under the Employee Retirement Income Security Act of 1974, as amended.
6. Plan Administrator. The Board of Directors, in its sole discretion,
shall interpret and be the administrator of this Plan.
Approved by the Board of Directors of Frontier Financial Corporation on
February 16, 1999.
