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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 12, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COLUMBIA BANKING SYSTEM, INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
WASHINGTON 91-142237
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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1102 BROADWAY PLAZA, TACOMA, WASHINGTON 98402 (206) 305-1900
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
ARNOLD G. ESPE
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
COLUMBIA BANKING SYSTEM, INC.
1102 BROADWAY PLAZA
TACOMA, WA 98402
(206) 305-1900
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES OF COMMUNICATIONS TO:
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J. JAMES GALLAGHER, ESQ. TODD H. BAKER, ESQ.
AND SANDRA L. GALLAGHER, ESQ. Gibson, Dunn & Crutcher LLP
Gordon, Thomas, Honeywell, Malanca One Montgomery Street, Suite 3100
Peterson & Daheim, P.L.L.C. San Francisco, California 94104
1201 Pacific Avenue, Suite 2200 (415) 393-8200
Tacoma, Washington 98402
(206) 572-5050
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF SECURITIES TO THE
PUBLIC: As soon as practicable after this Registration Statement becomes
effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this Form, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-14465
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF ADDITIONAL REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SHARES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
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Common Stock, no par value..... 212,750 shares $15.25 $3,244,438 $983.16
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(1) Includes up to 27,750 shares which the Underwriters have the option to
purchase to cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).
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EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-2 (Reg. No. 333-14465) filed by Columbia Banking System,
Inc. (the "Company") with the Securities and Exchange Commission on October 18,
1996, as amended, including the exhibits thereto, and declared effective by the
Commission on November 8, 1996, are incorporated herein by reference.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-2 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tacoma, State of Washington, on November 12, 1996.
COLUMBIA BANKING SYSTEM, INC.
By: /s/ A.G. ESPE
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A.G. Espe
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on November 12,
1996 in the capacities indicated.
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SIGNATURE TITLE
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PRINCIPAL EXECUTIVE OFFICER:
/s/ A.G. ESPE Chairman of the Board and
- --------------------------------------------- Chief Executive Officer
A.G. Espe
PRINCIPAL FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER:
/s/ GARY R. SCHMINKEY Chief Financial Officer
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Gary R. Schminkey
A MAJORITY OF THE BOARD OF DIRECTORS:
/s/ W. BARRY CONNOLEY* Director
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W. Barry Connoley
/s/ RICHARD S. DEVINE* Director
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Richard S. DeVine
/s/ ARNOLD G. ESPE* Director
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Arnold G. Espe
/s/ JACK FABULICH* Director
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Jack Fabulich
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II-1
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<CAPTION>
SIGNATURE TITLE
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<S> <C>
/s/ JONATHAN FINE* Director
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Jonathan Fine
/s/ MARGEL S. GALLAGHER* Director
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Margel S. Gallagher
/s/ JOHN A. HALLERAN* Director
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John A. Halleran
/s/ W.W. PHILIP* Director
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W.W. Philip
/s/ JOHN H. POWELL* Director
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John H. Powell
/s/ ROBERT QUOIDBACH* Director
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Robert Quoidbach
/s/ DONALD RODMAN* Director
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Donald Rodman
/s/ FRANK RUSSELL* Director
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Frank Russell
/s/ SIDNEY R. SNYDER* Director
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Sidney R. Snyder
/s/ JAMES M. WILL, JR.* Director
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James M. Will, Jr.
*By: /s/ J. JAMES GALLAGHER
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J. James Gallagher
Attorney-in-Fact
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II-2
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INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
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5 Opinion of Gordon, Thomas, Honeywell, Malanca, Peterson & Daheim, P.L.L.C.*
23(a) Consent of Price Waterhouse LLP.*
23(b) Consent of Gordon, Thomas, Honeywell, Malanca, Peterson & Daheim, P.L.L.C.**
</TABLE>
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* Filed herewith.
** Included in Exhibit 5.
<PAGE> 1
Exhibit 5
[Letterhead of Gordon, Thomas, Honeywell, Malanca, Peterson & Daheim, P.L.L.C.]
November 12, 1996
Columbia Banking System, Inc.
1102 Broadway Plaza
Tacoma, WA 98402
Re: Legality of Additional Securities to be Issued Pursuant to
Rule 462(b).
Dear Ladies and Gentlemen:
We have acted as your counsel in connection with the registration by
Columbia Banking System, Inc. (the "Company") under the Securities Act of 1933,
as amended (the "Act") of 212,750 additional shares of the Company's common
stock, no par value (the "Additional Shares") pursuant to a Registration
Statement on Form S-2 (the "462(b) Registration Statement") filed with the
Securities and Exchange Commission (the "Commission") pursuant to Rule 462(b)
promulgated under the Act. The 462(b) Registration Statement to be used for the
offer and sale of the Additional Securities is filed with the Commission in
connection with the proposed public offering described in the Registration
Statement on Form S-2 (Registration Statement No. 333-14465) filed with the
Commission on October 18, 1996, as amended, which was declared effective by the
Commission on November 8, 1996.
In connection with the offering of the Shares, we have examined (1) the
Company's Restated Articles of Incorporation, (2) the 462(b) Registration
Statement, and (3) such other documents as we have deemed necessary to form the
opinion expressed below. As to various questions of fact independently
established, we have relied upon statements of officers of the Company.
Based on this examination, we advise you that in our opinion the
Additional Shares have been duly authorized and when sold by the Company in the
manner described in the 462(b) Registration Statement when the Registration
Statement becomes effective, will be validly issued, fully paid and
non-assessable.
The foregoing opinion is limited to the federal laws of the United
States and the laws of the State of Washington, and we express no opinion as to
the effect of the laws of any other jurisdiction.
We consent to the filing of this opinion as an Exhibit to the 462(b)
Registration Statement and to the reference in the Prospectus comprising part
of the 462(b) Registration Statement to this firm under the caption "Legal
Matters." In giving this consent, we do not admit that we come within the
category of persons whose consent is required under Section 7 of the Act or the
Rules and Regulations of the Securities and Exchange Commission enacted under
the Act.
This opinion is rendered for the purposes of Item 16 of Form S-2 and
Item 601 of Regulation S-K, may be relied upon only by you and the Commission
and may not be used, quoted or referred to and/or filed for any other purpose
without our prior written permission.
Very truly yours,
GORDON, THOMAS, HONEYWELL,
MALANCA, PETERSON
& DAHEIM, P.L.L.C.
By: /s/ Sandra L. Gallagher
------------------------------
Sandra L. Gallagher
SLG:jwh
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Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-2 of our report dated January 24, 1996 except
as to the stock dividend described in Note 17, which is as of May 22, 1996,
relating to the financial statements of Columbia Banking System, Inc., which
appears in such Prospectus. We also consent to the application of such report
to the Financial Statement Schedules for the three years ended December 31,
1995 listed under Item 14(a) of Columbia Banking System, Inc.'s Annual Report
on Form 10-K for the year ended December 31, 1995 when such schedules are read
in conjunction with the financial statements referred to in our report. The
audits referred to in such report also included these Financial Statement
Schedules. We also consent to the references to us under the headings "Experts"
and "Selected Consolidated Financial Information" in such Prospectus. However,
it should be noted that Price Waterhouse LLP has not prepared or certified such
"Selected Consolidated Financial Information."
PRICE WATERHOUSE LLP
Seattle, Washington
November 11, 1996
