Filed with the Securities and Exchange Commission on October 17, 2000
Securities Act Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
INDEPENDENT FINANCIAL NETWORK, INC.
(Exact name of registrant as specified in its charter)
Oregon 93-0800253
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(State of incorporation) (I.R.S. Employer Identification No.)
170 S. Second St., Coos Bay, Oregon 97420
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(Address of principal executive offices) (Zip Code)
2000 DIRECTOR COMPENSATION PLAN
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(Full title of the plan)
Charles D. Brummel
President and Chief Executive Officer
170 S. Second St.
Coos Bay, Oregon 97420
(541) 267-5356-6899
(Name, address and telephone number
of agent for service)
Copies to:
Gordon E. Crim, Esq.
Foster Pepper & Shefelman
101 S.W. Main St., 15th Fl.
Portland, Oregon 97204
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Number Proposed Proposed
of Maximum Maximum
Shares Offering Aggregate Amount of
Title of Securities Being Price Per Offering Registration
Being Registered Registered(1) Share Price Fee
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 25,000 $ 4.0625 (2) $ 101,562.5 $26.81
</TABLE>
(1) The shares of Common Stock represent the number of shares that may be
issued under the 2000 Director Compensation Plan. In addition, pursuant
to Rule 416, this Registration Statement also covers an indeterminate
number of additional shares which may be issuable as a result of the
anti-dilution provisions of Plan.
(2) The maximum offering price for the shares cannot presently be determined
as the offering price is established at the time the shares are issued.
Pursuant to Rule 457(h), the offering price is estimated based on the
last sale price reported for the Common Stock on NASDAQ on October 16,
2000.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Independent Financial Network, Inc. (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, 1999, filed pursuant to section 13(a) of the Securities
Exchange Act of 1934, as amended, file number 0-27590.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended, since the end of the
fiscal year covered by the registrant document referred to in (a) above.
(c) The description of the Common Stock contained in the Company's
registration statement on Form SB-1 declared effective by the Commission
on September 12, 1996 (File No. 33-80795).
All documents filed by the Company subsequent to those listed above
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 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.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Under the Oregon Business Corporation Act (Oregon Revised Statutes
("ORS") Sections 60.387 to 60.414), applicable to the Company, a person who is
made a party to a proceeding because such person is or was an officer or
director of a corporation may be indemnified by the corporation against
liability incurred by such person in connection with the proceeding if (i) the
person's conduct was in good faith and in a manner he or she reasonably
believed was in the corporation's best interest or at least not opposed to its
best interests and (ii) if the proceeding was a criminal proceeding, the
Indemnitee had no reasonable cause to believe his or her conduct was unlawful.
Indemnification is not permitted if the person was adjudged liable to the
corporation in a proceeding by or in the right of the corporation, or if the
Indemnitee was adjudged liable on the basis that he or she improperly received
a personal benefit. Unless the articles of the corporation provide otherwise,
such indemnification is mandatory if the Indemnitee is wholly successful on
the merits or otherwise, or if ordered by a court of competent jurisdiction.
The Oregon Business Corporation Act also provides that a company's
Articles of Incorporation may limit or eliminate the personal liability of a
director to the corporation or its shareholders for monetary damages for
conduct as a director, provided that no such provision shall eliminate the
liability of a director for (i) any breach of the directors' duty of loyalty
to the corporation or its shareholders; (ii) acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law;
(iii) any unlawful distribution; or (iv) any transaction from which the
director derived an improper personal benefit.
The Company's Articles of Incorporation (the "Articles") provide that the
Company will indemnify its directors and officers, to the fullest extent
permissible under the Oregon Business Corporation Act against all expense
liability and loss (including attorney fees) incurred or suffered by reason of
service as a director or officer of the company or is or was serving at the
request of the company as a director, officer, partner, trustee, employee or
agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise.
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<PAGE>
The effect of these provisions is to limit the liability of directors for
monetary damages, and to indemnify the directors and officers of the Company
for all costs and expenses for liability incurred by them in connection with
any action, suit or proceeding in which they may become involved by reason of
their affiliation with the Company, to the fullest extent permitted by law.
These provisions do not limit the rights of the Company or any shareholder to
see non-monetary relief, and do not affect a director's or officer's
responsibilities under any other laws, such as securities or environmental
laws.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits required by Item 601 of Regulation S-X being filed herewith
or incorporated herein by reference are as follows:
Exhibit
3.1 Articles of Incorporation of Independent Financial Network, Inc., as
amended
3.2 Bylaws of Independent Financial Network, Inc., as amended
4.1 Specimen Stock Certificate
5.1 Opinion of Foster Pepper & Shefelman LLP
23.1 Consent of KPMG LLP
23.2 Consent of Foster Pepper & Shefelman LLP (Included in Exhibit 5.1)
99 2000 Director Compensation Plan
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(A) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(1) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(2) To reflect in the prospectus any facts or events, which,
individually or together, represent a fundamental change in the
information 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.
(3) To include any additional or changed material information on the
plan of distribution;
Provided however, that paragraphs 1 and 2 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 Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
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<PAGE>
(B) 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 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) To file a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering. 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 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 Coos Bay, State of Oregon, on the
8th day of September, 2000.
INDEPENDENT FINANCIAL NETWORK, INC.
By: /s/ Charles D. Brummel
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Charles D. Brummel, President and
Chief Executive Officer
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 September 8, 2000.
By: /s/ Charles D. Brummel By: /s/ Kenneth C. Messerle
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Charles D. Brummel Kenneth C. Messerle, Director
Director, President and
Chief Executive Officer
By: /s/ Ronald C. LaFranchi By: /s/ Gary L. Waggoner
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Ronald C. LaFranchi, Director Gary L. Waggonner, Director
By: /s/ William A. Lansing By: /s/ Robert L. Fullhart
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William A. Lansing, Director Robert L. Fullhart, Director
By: /s/ Glenn A. Thomas By: /s/ Ron L. Farnsworth
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Glenn A. Thomas, Director Ron L. Farnsworth
Vice President and Chief Financial
Officer (Chief Accounting Officer)
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EXHIBIT INDEX
Exhibit
3.1 Articles of Incorporation of Independent Financial Network, Inc., as
amended
3.2 Bylaws of Independent Financial Network, Inc., as amended
4.1 Specimen Stock Certificate
5.1 Opinion of Foster Pepper & Shefelman LLP
23.1 Consent of KPMG LLP
23.2 Consent of Foster Pepper & Shefelman LLP (Included in Exhibit 5.1)
99 2000 Director Compensation Plan
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