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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1, 1998
REGISTRATION NO. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION UNDER THE SECURITIES ACT OF 1933
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UNITED SECURITY BANCORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C>
WASHINGTON 91-1259511
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
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9506 NORTH NEWPORT HIGHWAY, SPOKANE, WASHINGTON 99218-1200
(Address of Principal Executive Offices) (Zip Code)
UNITED SECURITY BANCORPORATION 1995 INCENTIVE STOCK OPTION PLAN
(Full title of plan)
Please send copies of all communications to:
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<S> <C>
RICHARD C. EMERY STEPHEN M. KLEIN
United Security Bancorporation Graham & Dunn, P.C.
9506 North Newport Highway 1420 Fifth Avenue, 33rd Floor
Spokane, WA 98218-1200 Seattle, WA 98101
(509) 467-6949 (206) 624-8300
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Proposed
Proposed maximum maximum
Title of Amount offering aggregate Amount of
securities to be to be price offering registration
registered registered per share (1) price (1) fee
- ---------- ----------- ------------- --------- ---
<S> <C> <C> <C> <C>
Common shares, 300,000 (2) $21.50 $6,450,000 $1,902.75
no par value
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</TABLE>
Notes:
1. Estimated solely for the purpose of calculating the amount of the
registration fee. Pursuant to Rule 457(c) under the Securities Act of
1933, as amended ("Securities Act"), the price per share is estimated to
be $21.50 based upon the average of the high ($21.50) and the low
($21.50) trading prices of the common stock, no par value per share
("Common Stock") of United Security Bancorporation (the "Registrant") as
reported on the Nasdaq Stock Market on June 30, 1998.
2. Shares of Registrant's Common Stock issuable upon exercise of option
outstanding under the United Security Bancorporation 1995 Incentive
Stock Option Plan (the "Plan"), together with an indeterminate number of
additional shares which may be necessary to adjust the number of shares
reserved for issuance under the Plan as a result of any future stock
split, stock dividend or similar adjustment of the outstanding Common
Stock, as provided in Rule 416(a) under the Securities Act.
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PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are incorporated by reference in the
Registration Statement. In addition, all documents subsequently filed by
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended ("Exchange Act") prior to Registrant's 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 into this Registration Statement and to
be a part hereof from the date of filing of such documents.
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997, filed pursuant to Section 13(a) or 15(d) of the
Exchange Act, which contains audited financial statements for the most recent
fiscal year for which such statements have been filed.
(b) All other reports filed 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.
(c) The description of the Common Shares contained in the Registrant's
Prospectus dated June 15, 1998 and included in the Registrant's Registration
Statement on Form S-4 (Registration No.333-53931), including any amendments or
reports filed for the purpose of updating such description.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares offered pursuant to the Plan will be passed
upon by Graham & Dunn, PC, 1420 Fifth Avenue, 33rd Floor, Seattle, Washington
98101.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 23B.08.500 through 23B.08.600 RCW contain specific provisions
relating to indemnification of directors and officers of Washington
corporations. In general, the statute provides that (i) a corporation must
indemnify a director or officer who is wholly successful in his defense of a
proceeding to which he is a party because of his status as such, unless limited
by the articles of incorporation, and (ii) a corporation may indemnify a
director or officer if he is not wholly successful in such defense, if it is
determined as provided in the statute that the director meets a certain standard
of conduct, provided when a director is liable to the corporation, the
corporation may not indemnify him. The statute also permits a director or
officer of a
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corporation who is a party to a proceeding to apply to the courts
for indemnification or advance of expenses, unless the articles of incorporation
provide otherwise, and the court may order indemnification or advance of
expenses under certain circumstances set forth in the statute. The statute
further provides that a corporation may in its articles of incorporation or
bylaws or by resolution provide indemnification in addition to that provided by
the statute, subject to certain conditions set forth in the statute.
Pursuant to USBN's Bylaws, USBN will indemnify the officers, directors
and employees of USBN with respect to expenses, settlements, judgments, and
fines in suits in which such person has been made a party by reason of the fact
that he or she is or was an officer, director or employee of USBN. No such
indemnification may be given if the acts or omissions of the person are adjudged
to have been taken (or failed to have been taken) in negligence or bad faith.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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Exhibit
Number Description
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5.1 Opinion of Graham & Dunn, P.C., Registrant's legal
counsel, regarding legality of the Common Stock being
registered.
23.1 Consent of Graham & Dunn (included in Exhibit 5.1).
23.2 Consent of Moss Adams LLP, USBN's Independent Auditors
23.3 Consent of McFarland & Alton P.S., USBN's former Independent Auditors.
24.1 Powers of Attorney (see the Signature Page and certified resolutions
of the Registrant's Board of Directors).
99.1 USBN's 1995 Incentive Stock Option Plan and Form of Option Agreement. (1)
</TABLE>
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(1) Incorporated by referenced to Exhibit 10.1 of the Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31, 1997.
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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;
(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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective 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) of this section do not apply if the Registration Statement is on Form
S-3, Form S-8 or Form F-3, and 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 Securities 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 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
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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 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 of 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 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 Spokane, State of Washington, on the 23rd day of
June, 1998.
UNITED SECURITY BANCORPORATION
By: /s/ William C. Dashiell
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William C. Dashiell
Chief Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
and appoints William C. Dashiell and Richard C. Emery, and each of them, with
full power of substitution and full power to act without the other, as his true
and lawful attorney-in-fact and agent to act in his name, place and stead and to
execute in the name and on behalf of each person, individually and in each
capacity stated below, and to file any and all amendments to this Registration
Statement, including any and all post-effective amendments.
Pursuant to the requirements of the 1933 Act, this Power of Attorney has
been signed by the following persons in the capacities indicated, on the 23rd
day of June, 1998.
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SIGNATURE TITLE
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/s/ William C. Dashiell Chairman and Chief Executive Officer
- ---------------------------- (Principal Executive Officer)
William C. Dashiell
/s/ Richard C. Emery President, Chief Operating Officer and
- ---------------------------- Director
Richard C. Emery
/s/ Chad Galloway Vice President & Chief Financial Officer
- ---------------------------- (Principal Financial Officer)
Chad Galloway
/s/ David C. Blankenship Director
- ----------------------------
David C. Blankenship
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/s/ Robert J. Gardner Director
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Robert J. Gardner
/s/ Dann Simpson Director
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Dann Simpson
Norman J. Traaen Director
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Norman J. Traaen
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INDEX OF EXHIBITS
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<CAPTION>
Exhibit
Number Description
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<S> <C>
5.1 Opinion of Graham & Dunn, P.C., Registrant's legal
counsel, regarding legality of the Common Stock being
registered.
23.1 Consent of Graham & Dunn (included in Exhibit 5.1).
23.2 Consent of Moss Adams LLP, USBN's Independent Auditors
23.3 Consent of McFarland & Alton P.S., USBN's former Independent Auditors.
24.1 Powers of Attorney (see the Signature Page and certified resolutions
of the Registrant's Board of Directors).
99.1 USBN's 1995 Incentive Stock Option Plan and Form of Option Agreement. (1)
</TABLE>
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(1) Incorporated by referenced to Exhibit 10.1 of the Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31, 1997.
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Exhibit 5.1
July 2, 1998
The Board of Directors
United Security Bancorporation
9506 North Newport Highway
Spokane, WA 99218-1200
Re: Legal Opinion Regarding Validity of Securities Offered
Dear Gentlemen:
We have acted as counsel to you in connection with the preparation of a
Registration Statement of Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), which you are filing with
Securities and Exchange Commission (the "Commission") with respect to
300,000 shares of common stock, no par value per share (the "Shares"), of
United Security Bancorporation a Washington corporation ("USBN" authorized for
issuance under the United Security Bancorporation 1995 Incentive Stock
Option Plan (the "Plan").
In connection with the offering of the Shares, we have examined the
following: (i) the Plan, which is filed as Exhibit 10.1 to USBN's 1997 Annual
Report on Form 10-K and incorporated by reference into the Registration
Statement; (ii) the Registration Statement, including the remainder of the
exhibits; and (iii) such other documents as we have deemed necessary to render
the opinions expressed herein. As to various questions of fact material to
such opinions, where relevant facts were not independently established, we
have relied upon statements of officers of USBN.
Based and relying solely upon the foregoing, we advise you that in our
opinion, the Shares, or any portion thereof, when issued pursuant to the Plan,
after the Registration Statement has become effective under the Act, will be
validly issued under the laws of the State of Washington and will be fully
paid and nonassessable.
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
As independent public accountants and auditors, we hereby consent to the
incorporation by reference in this registration statement on Form S-8 of our
report dated January 29, 1998 included in United Security Bancorporation's
Annual Report on Form 10-K for the year ended December 31, 1997.
/S/ MOSS ADAMS LLP
Everett, Washington
July 2, 1998
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Exhibit 23.3
Consent of Independent Public Accountants
We consent to the incorporation by reference therein of our report dated
February 26, 1997, with respect to the consolidated financial statements of
United Security Bancorporation included in its Annual Report (Form 10-K) for
the year ended December 31, 1997, filed with the Securities and Exchange
Commission.
/S/ McFarlan & Alton, P.S.
Spokane, Washington
July 1, 1998
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OFFICER'S CERTIFICATE
I certify that I am the President of United Security Bancorporation,
located in Spokane, State of Washington ("Company"), and that I have been duly
elected and am presently serving in that capacity in accordance with the Bylaws
of the Company.
I further certify that the following is a true, correct and complete
copy of a resolution of the Board of Directors of the Company, duly passed and
adopted by a majority of the Company's Board of Directors at a meeting duly
called and convened on May 26, 1998:
[POWER OF ATTORNEY]
Each officer of the Company who may be required to sign and execute the
Registration Statement or any amendment thereto or related documents, is
authorized to execute a Power of Attorney, appointing the William C.
Dashiell and Richard C. Emery or any of them individually, to act as his
true and lawful attorney or attorneys, to sign in his name, place and
stead, in any such capacity, the Registration Statement and all
amendments and other related documents, and to file the same with the
SEC.
The above resolution is in full force and effect and has not been
revoked or rescinded as of the date hereof.
IN WITNESS WHEREOF, I have affixed my signature as of this 30th day of
June, 1998.
/s/ Richard C. Emery
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Richard C. Emery, President
