<PAGE>
Registration No. 333-__________
As filed with the Securities and Exchange Commission on September 30, 1999
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
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)
--------------------
Arcadia Financial Ltd.
1998-2000 Restricted Stock Election 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
--------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered share(1) price registration fee
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, $.01 200,000 $4.63 $926,000.00 $258.00
par value
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
(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 28,
1999, as reported by the New York Stock Exchange.
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
<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 1998-2000 Restricted Stock Election Plan (the
"Plan"). The shareholders of the Registrant have authorized an increase in the
number of shares of the Registrant's common stock authorized and reserved for
purchase under the Plan from 600,000 to 800,000 shares. The Registrant hereby
incorporates by reference the contents of its previously filed Registration
Statement on Form S-8 relating to the Plan (Commission File No. 333-03801).
ITEM 8. EXHIBITS.
Exhibit
Number Description
------- -----------
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)
II-1
<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 28th day of
September, 1999.
ARCADIA FINANCIAL LTD.
By/s/Richard A. Greenawalt
-----------------------------------
Richard A. Greenawalt
Chief Executive Officer
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 and Director September 28, 1999
- ---------------------------- (Principal Executive Officer)
Richard A. Greenawalt
/s/Robert A. Marshall President and Director September 28, 1999
- ----------------------------
Robert A. Marshall
/s/John A. Witham Executive Vice President and Chief September 28, 1999
- ---------------------------- Financial Officer (Principal Financial Officer)
John A. Witham
/s/Brian S. Anderson Senior Vice President And Controller September 28, 1999
- ---------------------------- (Principal Accounting Officer)
Brian S. Anderson
/s/Scott H. Anderson Director September 28, 1999
- ----------------------------
Scott H. Anderson
/s/Robert J. Cresci Director September 28, 1999
- ----------------------------
Robert J. Cresci
/s/James L. Davis Director September 28, 1999
- ----------------------------
James L. Davis
/s/Warren Kantor Director September 28, 1999
- ----------------------------
Warren Kantor
</TABLE>
II-2
<PAGE>
EXHIBIT INDEX TO
FORM S-8
ARCADIA FINANCIAL LTD.
Exhibit
Number Description
------- -----------
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)
<PAGE>
EXHIBIT 5.1
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 200,000
shares of Common Stock, $.01 par value per share, of the Company (the "Shares")
issuable pursuant to awards granted under the Company's 1998-2000 Restricted
Stock Election 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 30, 1999 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) pertaining to the Arcadia Financial Ltd. 1998-2000
Restricted Stock Election Plan and to the incorporation by reference therein of
our report dated January 25, 1999, 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, 1998, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
September 28, 1999
