<PAGE>
Registration No. 333-___________
As filed with the Securities and Exchange Commission on June 10, 1997
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
ARCADIA FINANCIAL LTD.
(Exact name of registrant as specified in its charter)
Minnesota 41-1664848
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
___________________
7825 Washington Avenue South
Minneapolis, Minnesota 55439-2444
(Address, including zip code,
of registrant's principal executive offices)
Letter Agreement dated August 26, 1996, as amended,
between Arcadia Financial Ltd.
(formerly Olympic Financial Ltd.) and
Warren Kantor
(Full title of the plan)
Richard A. Greenawalt
Arcadia Financial Ltd.
7825 Washington Avenue South
Minneapolis, Minnesota 55439-2435
(612) 942-9880
(Name, address and telephone number,
including area code, of agent for service of process)
___________________
Copy to:
Richard G. Swanson, Esq.
Dorsey & Whitney LLP
220 South Sixth Street
Minneapolis, Minnesota 55402
___________________
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed maximum Proposed maximum
Amount to be offering price per aggregate offering Amount of
Title of securities to be registered registered share(1) price registration fee
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<S> <C> <C> <C> <C>
Common stock, $.01 par value 25,714 $10.44 $268,454.16 $81.35
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- ---------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and based upon the average of the high and low
prices for shares of the Registrant's Common Stock on June 3, 1997, as
reported by the New York Stock Exchange.
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<PAGE>
PROSPECTUS
ARCADIA FINANCIAL LTD.
______________________________
25,714
Shares of Common Stock
($.01 Par Value)
______________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
______________________________
This Prospectus relates to 25,714 shares of Common Stock (the "Common
Stock") acquired by Warren Kantor (the "Selling Stockholder") pursuant to a
Letter Agreement dated August 26, 1996, as amended, between Arcadia Financial
Ltd. (formerly Olympic Financial Ltd.) and the Selling Stockholder (the "Plan").
All or a portion of the Common Stock offered hereby may be offered for sale from
time to time on the New York Stock Exchange or otherwise at prices and terms
then obtainable. Arcadia Financial Ltd. (the "Company") will receive none of
the proceeds from the sale of the Common Stock offered hereby.
The shares of Common Stock offered hereby have not been registered
under the blue sky or securities laws of any jurisdiction, and any broker or
dealer should assure itself of the existence of an exemption from registration
or effectuate such registration in connection with the offer and sale of the
Common Stock.
The Common Stock of the Company is listed on the New York Stock
Exchange. On June 4, 1997, the closing price for the Common Stock on the New
York Stock Exchange was $10.63 per share.
__________
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFER CONTAINED HEREIN, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES OFFERED HEREBY IN ANY
JURISDICTION IN WHICH IT IS NOT LAWFUL OR TO ANY PERSON TO WHOM IT IS NOT LAWFUL
TO MAKE ANY SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE
DATE HEREOF.
The date of this Prospectus is June 10, 1997
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's regional offices at
7 World Trade Center, Suite 1300, New York, New York 10048 and CitiCorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
materials can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In
addition, the Common Stock of the Company is listed on the New York Stock
Exchange, and reports, proxy statements and other information concerning the
Company can also be inspected at such exchange. This Prospectus does not
contain all the information set forth in a Registration Statement on Form S-8
and exhibits thereto which the Company has filed with the Commission under
the Securities Act of 1933, as amended (the "Securities Act"), and to which
reference is hereby made. The Commission maintains a site on the World Wide
Web that contains reports, proxy and information statements and other
information regarding issuers, including the Company, that file
electronically with the Commission. The address of such site is
http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company incorporates herein by reference the following documents
or portions of documents, as of their respective dates, as filed with the
Securities and Exchange Commission:
(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 10-Q for the quarter
ended March 31, 1997;
(c) The Company's Current Reports on Form 8-K dated March 18,
1997, March 12, 1997, March 11, 1997, March 10, 1997, March 7, 1997
and January 14, 1997; and
(d) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A/A-1 File No. 1-14276.
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Common Stock shall be deemed to
be incorporated by reference into this Prospectus and to be a part hereof from
the respective dates of filing of such documents. Any statement contained
herein or in a document all or part of which is incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to any person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated herein by reference (other
than certain exhibits to such documents). Requests for such copies should be
directed to John A. Witham, Principal Financial Officer, Arcadia Financial Ltd.,
Olympic Financial Center, 7825 Washington Avenue South, Minneapolis, Minnesota
55439-2435, (612) 942-9880.
2
<PAGE>
THE COMPANY
The complete mailing address of the principal executive offices of the
Company is Arcadia Financial Ltd., Olympic Financial Center, 7825 Washington
Avenue South, Minneapolis, Minnesota 55439-2435, (612) 942-9880.
SELLING STOCKHOLDER
The following table sets forth the name, position with the Company,
and certain information with respect to the ownership of the Company's Common
Stock, for the Selling Stockholder.
<TABLE>
<CAPTION>
Number of Shares
----------------
Beneficially Maximum Beneficially
Owned Before Offered Owned After
Name and Position Offering(1) Hereby(2) Offering(3)
- ----------------- ------------ ----------- -------------
<S> <C> <C> <C>
Warren Kantor 641,282 25,714 615,568
Director
</TABLE>
________________
(1) Includes shares currently owned and any shares acquirable within 60 days of
the date hereof upon exercise of outstanding options.
(2) This statement of "Maximum Offered Hereby" does not constitute a commitment
to sell the number of shares listed. The number of shares offered will be
determined from time to time by the Selling Stockholder at his sole
discretion.
(3) Assumes that the Maximum Offered Hereby is sold.
3
<PAGE>
PLAN OF DISTRIBUTION
The Common Stock will be offered and sold by the Selling Stockholder
for his own account. The Company will not receive any proceeds from the sale of
the Common Stock pursuant to this Prospectus. The Company has agreed to pay the
expenses of registration of the Common Stock, including legal and accounting
fees.
The Selling Stockholder may offer and sell the Common Stock from time to
time in transactions on the New York Stock Exchange, in brokerage transactions
at prevailing market prices or in transactions at negotiated prices. Sales may
be made to or through brokers or dealers who may receive compensation in the
form of discounts, concessions or commissions from the Selling Stockholder or
the purchasers of Common Stock for whom such brokers or dealers may act as agent
or to whom they may sell as principal, or both. As of the date of this
Prospectus, the Company is not aware of any agreement, arrangement or
understanding between any broker or dealer and the Selling Stockholder.
Whenever a particular offering of Common Stock is to be made pursuant to
this Prospectus, to the extent required, this Prospectus will be updated to
reflect the number of shares of Common Stock so offered and, if such offering is
to be made by or through underwriters or dealers, the names of such underwriters
or dealers and the principal terms of the arrangements between the underwriters
or dealers and the Selling Stockholder for whose account such offering is being
made.
Any brokers or dealers acting in connection with the sale of the Common
Stock hereunder may be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act, and any commissions received by them and any profit
realized by them on the resale of Common Stock as principals may be deemed
underwriting compensation under the Securities Act.
EXPERTS
The consolidated financial statements of the Company included in the
Company's Annual Report (Form 10-K) for the year ended December 31, 1996,
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon included therein and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by reference
in reliance upon such report given upon the authority of such firm as experts
in accounting and auditing.
4
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant incorporates herein by reference the following
documents or portions of documents, as of their respective dates as filed with
the Securities and Exchange Commission:
(a) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1996;
(b) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997;
(c) The Registrant's Current Reports on Form 8-K dated March 18,
1997, March 12, 1997, March 11, 1997, March 10, 1997, March 7, 1997
and January 14, 1997; and
(d) The description of the Registrant's Common Stock contained
in the Registrant's Registration Statement on Form 8-A/A-1 File No.
1-14276.
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and 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 in this Registration
Statement and to be part hereof from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 302A.521 of the Minnesota Statutes provides that a corporation
shall indemnify any person made or threatened to be made a party to a proceeding
by reason of the former or present official capacity of such person against
judgments, penalties, fines (including, without limitation, excise taxes
assessed against such person with respect to any employee benefit plan),
settlements and reasonable expenses, including attorneys' fees and
disbursements, incurred by such person in connection with the proceeding, if,
with respect to the acts or omissions of such person complained of in the
proceeding, such person (1) has not been indemnified therefor by another
organization or employee benefit plan for the same judgments, penalties or
fines; (2) acted in good faith; (3) received no improper personal benefit and
Section 302A.255 (with respect to director conflicts of interest), if
applicable, has been satisfied; (4) in the case of a criminal proceeding, had no
reasonable cause to believe the conduct was unlawful; and (5) in the case of
acts or omissions in such person's official capacity for the corporation,
reasonably believed that the conduct was in the best interests of the
corporation, or in the case of acts or omissions in such person's official
capacity for other affiliated organizations, reasonably believed that the
conduct was not opposed to the best interests of the corporation. Section
302A.521 also requires payment by a corporation, upon written request, of
reasonable expenses in advance of final disposition of the proceeding in certain
instances. A decision as to required indemnification is made by a disinterested
majority of the Board of Directors present at a meeting at which a disinterested
quorum is present, or by a designated committee of the Board, by special legal
counsel, by the shareholders or by a court.
II-1
<PAGE>
Article 6 of the Registrant's Restated Bylaws, as amended, provides that
directors, officers, employees and agents, past or present, of the Registrant,
and persons serving as such of another corporation or entity at the request of
the Registrant, shall be indemnified by the Registrant for such expenses and
liabilities, in such manner, under such circumstances, and to such extent as
permitted under Minnesota Statutes Section 302A.521.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
------- -----------
4.1 Letter Agreement dated August 26, 1996,
between the Registrant and Warren Kantor
(incorporated by reference to Exhibit
10.90 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1996)
4.2 Amendment to Letter Agreement dated
December 18, 1996, between the Registrant
and Warren Kantor (incorporated by reference
to Exhibit 10.91 to the Registrant's Annual
Report on Form 10-K for the year ended
December 31, 1996)
23.1 Consent of Ernst & Young LLP (filed
herewith)
24.1 Power of Attorney (included on signature page)
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes as follows:
(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;
(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
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
Securities and Exchange 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;
II-2
<PAGE>
PROVIDED, HOWEVER, that paragraphs A(1)(i) and A(1)(ii) above will 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.
(2) 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.
(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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 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
of 1933 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
of 1933 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 other
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 of 1933 and will be governed by the final adjudication of such
issue.
II-3
<PAGE>
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 Minneapolis, Minnesota on the 9th day of June, 1997.
ARCADIA FINANCIAL LTD.
By /s/Richard A. Greenawalt
-----------------------------------
Richard A. Greenawalt
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard A. Greenawalt and John A. Witham, or
either of them (with full power to act alone), as his true and lawful
attorneys-in-fact and agents, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including 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 said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/Richard A. Greenawalt Chief Executive Officer, President and June 9, 1997
- ------------------------------- Director (Principal Executive Officer)
Richard A. Greenawalt
/s/John A. Witham Executive Vice President and Chief Financial June 9, 1997
- ------------------------------- Officer (Principal Financial Officer)
John A. Witham
/s/Brian S. Anderson Senior Vice President, Corporate June 9, 1997
- ------------------------------- Controller and Assistant Secretary
Brian S. Anderson (Principal Accounting Officer)
/s/Scott H. Anderson Director June 9, 1997
- -------------------------------
Scott H. Anderson
/s/A. Mark Berlin, Jr. Director June 9, 1997
- -------------------------------
A. Mark Berlin, Jr.
/s/Lawrence H. Bistodeau Director June 9, 1997
- -------------------------------
Lawrence H. Bistodeau
/s/Robert J. Cresci Director June 9, 1997
- -------------------------------
Robert J. Cresci
/s/James L. Davis Director June 9, 1997
- -------------------------------
James L. Davis
/s/Warren Kantor Director June 9, 1997
- -------------------------------
Warren Kantor
/s/Robert A. Marshall Director June 9, 1997
- -------------------------------
Robert A. Marshall
/s/Frederick W. Zuckerman Director June 9, 1997
- -------------------------------
Frederick W. Zuckerman
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX TO
FORM S-8
ARCADIA FINANCIAL LTD.
Exhibit
Number Description
------ -----------
4.1 Letter Agreement dated August 26, 1996,
between the Registrant and Warren Kantor
(incorporated by reference to Exhibit 10.90 to the
Registrant's Annual Report on Form 10-K for the
year ended December 31, 1996)
4.2 Amendment to Letter Agreement dated December 18, 1996,
between the Registrant and Warren Kantor
(incorporated by reference to Exhibit 10.91 to the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1996)
23.1 Consent of Ernst & Young LLP (filed herewith)
24.1 Power of Attorney (included on signature page)
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-8) pertaining to the Letter Agreement
dated August 26, 1996, as amended, between Arcadia Financial Ltd. (formerly
Olympic Financial Ltd.) and Warren Kantor, and to the incorporation by
reference therein of our report dated January 21, 1997, with respect to the
consolidated financial statements of Olympic Financial Ltd., included in its
Annual Report (Form 10-K) for the year ended December 31, 1996 filed with the
Securities and Exchange Commission.
/s/ERNST & YOUNG LLP
Minneapolis, Minnesota
June 9, 1997
