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Registration No. 333___________
As filed with the Securities and Exchange Commission on September 8, 1998
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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.)
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7825 Washington Avenue South
Minneapolis, Minnesota 55439-2444
(Address, including zip code,
of registrant's principal executive offices)
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Arcadia Financial Ltd.
1990 Stock Option Plan, As Amended
(Full title of the plan)
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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)
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Copy to:
William B. Payne, Esq.
Dorsey & Whitney LLP
220 South Sixth Street
Minnesota, Minnesota 55402
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CALCULATION OF REGISTRATION FEE
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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 3,500,000 $4.156 $14,546,000.00 $4,292.00
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(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.
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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 1990 Stock Option Plan, As Amended (the "Plan"). 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 33-94228).
ITEM 8. EXHIBITS.
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Exhibit
Number Description
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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)
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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
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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.
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Signature Title Date
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/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
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Scott H. Anderson
/s/ Robert J. Cresci Director August 31, 1998
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Robert J. Cresci
/s/ James L. Davis Director August 31, 1998
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James L. Davis
/s/ Warren Kantor Director August 31, 1998
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Warren Kantor
/s/ Robert A. Marshall Director August 31, 1998
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Robert A. Marshall
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EXHIBIT INDEX TO
FORM S-8
ARCADIA FINANCIAL LTD.
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<CAPTION>
Exhibit
Number Description
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<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)
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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 3,500,000 shares
of Common Stock, $.01 par value per share, of the Company (the "Shares")
issuable pursuant to awards granted under the Company's 1990 Stock Option Plan,
As Amended (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
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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 Arcadia Financial Ltd.
1990 Stock Option Plan, As Amended, 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
