<PAGE>
Registration No. 333-__________
As filed with the Securities and Exchange Commission on September 8, 1998
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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)
____________________
Olympic Financial Ltd.
Employee Stock Purchase Plan
(Full title of the plan)
____________________
Richard A. Greenawalt
Arcadia Financial Ltd.
7825 Washington Avenue South
Minneapolis, Minnesota 55439-2444
(612) 942-9880
(Name, address and telephone number,
including area code, of agent for service of process)
____________________
Copy to:
William B. Payne, Esq.
Dorsey & Whitney LLP
220 South Sixth Street
Minnesota, Minnesota 55402
____________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
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
- ----------------------------------------------------------------------------------------------------------------------
Common stock, $.01 par value 500,000 (2) $4.156 $2,078,000.00 $614.00
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
</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 September 2, 1998, as
reported by the New York Stock Exchange.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to General Instruction E of Form S-8, this Registration
Statement on Form S-8 relates to additional shares of Common Stock to be issued
by the Registrant under its Employee Stock Purchase Plan (the "Plan"). On May
28, 1998 the shareholders of the Registrant authorized an increase in the number
of shares of the Registrant's common stock authorized and reserved for purchase
under the Plan from 500,000 to 1,000,000 shares. The Registrant hereby
incorporates by reference the contents of its previously filed Registration
Statements on Form S-8 relating to the Plan (Commission File Nos. 33-56782 and
333-05387).
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
5.1 Opinion of Dorsey & Whitney LLP
23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)
23.2 Consent of Independent Public Accountants
24 Power of Attorney (included on signature page)
</TABLE>
<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, State of Minnesota, on the 31st day of
August, 1998.
ARCADIA FINANCIAL LTD.
By/s/Richard A. Greenawalt
----------------------------
Richard A. Greenawalt
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL PERSONS 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 August 31, 1998
- ---------------------------- Director (Principal Executive Officer)
Richard A. Greenawalt
/s/John A. Witham Executive Vice President and Chief August 31, 1998
- ---------------------------- Financial Officer (Principal Financial
John A. Witham Officer)
/s/Brian S. Anderson Senior Vice President and Controller August 31, 1998
- ---------------------------- (Principal Accounting Officer)
Brian S. Anderson
/s/Scott H. Anderson Director August 31, 1998
- ----------------------------
Scott H. Anderson
/s/Robert J. Cresci Director August 31, 1998
- ----------------------------
Robert J. Cresci
/s/James L. Davis Director August 31, 1998
- ----------------------------
James L. Davis
/s/Warren Kantor Director August 31, 1998
- ----------------------------
Warren Kantor
/s/Robert A. Marshall Director August 31, 1998
- ----------------------------
Robert A. Marshall
</TABLE>
<PAGE>
EXHIBIT INDEX TO
FORM S-8
ARCADIA FINANCIAL LTD.
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
5.1 Opinion of Dorsey & Whitney LLP
23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)
23.2 Consent of Independent Public Accountants
24 Power of Attorney (included on signature page)
</TABLE>
<PAGE>
EXHIBIT 5.1
DORSEY & WHITNEY LLP
220 SOUTH SIXTH STREET
MINNEAPOLIS, MINNESOTA 55402
(612) 340-2600
FAX (612) 340-2868
Arcadia Financial Ltd.
7825 Washington Avenue South
Minneapolis, MN 55439
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Arcadia Financial Ltd., a Minnesota
corporation (the "Company"), in connection with a Registration Statement on Form
S-8 relating to the sale by the Company from time to time of up to 500,000
shares of Common Stock, $.01 par value per share, of the Company (the "Shares")
issuable pursuant to awards granted under the Company's Employee Stock Purchase
Plan (the "Plan").
We have examined such documents and have reviewed such questions of law
as we have considered necessary and appropriate for the purposes of the opinions
set forth below.
In rendering our opinions set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. We have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all parties
to agreements or instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to our opinions, we have relied
upon certificates of officers of the Company and of public officials.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, upon issuance, delivery and payment therefor in accordance
with the terms of the Plan, will be validly issued, fully paid and
nonassessable.
Our opinions expressed above are limited to the laws of the State of
Minnesota.
We hereby consent to the filing of this opinion as an exhibit to the
above-described Registration Statement.
Dated: September 8, 1998 Very truly yours,
/s/ Dorsey & Whitney LLP
WBP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) of Arcadia Financial Ltd. pertaining to the Olympic
Financial Ltd. Employee Stock Purchase Plan, of our report dated January 23,
1998, with respect to the consolidated financial statements of Arcadia Financial
Ltd. included in its Annual Report on Form 10-K for the year ended December 31,
1997 filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Minneapolis, Minnesota
September 8, 1998
