As filed with the Securities and Exchange Commission on November 22, 2000.
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Registration No. 333-40316
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-8
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)
WASHINGTON 911422237
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1102 BROADWAY PLAZA, TACOMA, WASHINGTON 98402
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(Address, including zip code, of registrant's principal executive offices)
1997 AMENDED AND RESTATED STOCK OPTION PLAN
(Full title of the plan)
J. JAMES GALLAGHER
VICE CHAIRMAN AND CHIEF EXECUTIVE OFFICER
COLUMBIA BANKING SYSTEM, INC.
1102 BROADWAY PLAZA
TACOMA, WASHINGTON 98402
(253) 305-1900
Copies of communications to:
SANDRA L. GALLAGHER-ALFORD, ESQ.
EUGENIE D. MANSFIELD, ESQ.
DAVIS WRIGHT TREMAINE, LLP
2600 CENTURY SQUARE
1501 FOURTH AVENUE
SEATTLE, WASHINGTON 98101-1688
(206) 628-7620
(Name, address, including zip code and telephone number,
including area code, of agent for service)
(1) The registration statement also includes an indeterminable number of
additional shares that may become issuable as a result of terminated, expired or
surrendered options for Common Stock, or pursuant to the antidilution provisions
of the plan. This Registration Statement covers, pursuant to Rule 416(a), any
increases in the number of shares offered under the Plan to prevent dilution
resulting from stock splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) under the Securities Act of 1933, based on the
option exercise prices of options to acquire 393,435 shares of Common Stock
which has been granted under the above-referenced plan and upon the average of
the high and low prices of the Common Stock reported on June 21, 2000, as
reported on The Nasdaq National Stock Market with respect to 61,346 shares of
Common Stock as to which options have not been granted as of the date of filing
this Registration Statement.
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PART I *
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information required by Part I of this
registration statement on Form S-8 (the "Registration Statement") will be sent
or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act. Such documents and the documents incorporated by reference
herein pursuant to Item 3 of Part II hereof, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I of Form S-8 is omitted from this Registration
Statement in accordance with Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act"), and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed with the Commission by Columbia
Banking System, Inc. (the "Company") and are incorporated herein by reference
and made a part hereof:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999.
2. The Company's Form S-2 Registration Statement (No. 333-14465) filed
with the SEC on October 16, 1996, and Amendment No. 1 and Amendment No.
2 to the Form S-2 filed with the SEC on October 28, 1996 and November
6, 1996, respectively, as to the description of the Company's
securities.
3. All reports filed by the Company pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year
covered by the financial statements in the Annual Report referred to in
paragraph 1 above.
4. All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the
date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
de-registers all securities then remaining unsold shall be deemed to be
incorporated by reference herein and to be part hereof from the date of
the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Washington Business Corporation Act, RCW Chapter 23B.08, authorizes
indemnification of directors, officers and employees under certain
circumstances. The Company's Articles of Incorporation provide, among other
things, for the indemnification of directors, and authorize the Board to pay
reasonable expenses incurred by, or to satisfy a judgment or fine against, a
current or former director in connection with any personal legal liability
incurred by the individual while acting for the Company within the scope of his
or her employment, and which was not the result of conduct finally adjudged to
be "egregious" conduct. "Egregious" conduct is defined as intentional
misconduct, a knowing violation of law, or participation in any transaction from
which the person will personally receive a benefit in money, property or
services to which that person is not legally entitled. The Articles of
Incorporation also include a provision that limits the liability of directors of
the Company from any personal liability to the Company or its shareholders for
conduct not found to have been egregious. The Company has purchased an officers
and directors liability insurance policy which provides for insurance of
directors and officers of the Company against certain liabilities they may incur
in their capacities as such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
No. Exhibits
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4.1 Restated Articles of Incorporation (1)
4.2 Restated Bylaws (1)
4.3 1997 Amended and Restated Stock Option Plan (2)
5.1 Opinion of Davis Wright Tremaine, LLP (4)
23.1 Consent of Deloitte & Touche LLP (4)
23.2 Consent of Counsel (included in Exhibit 5.1) (4)
24 Power of Attorney (3)
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(1) Incorporated by reference to the Annual Report on Form 10-K for the year
ended December 31, 1999 previously filed by the company.
(2) Incorporated by reference to the Proxy Statement on Schedule 14A filed by
the Company on March 20, 1997.
(3) Incorporated by reference to the Form S-8 Registration Statement filed by
the Company on June 28, 2000.
(4) Filed herewith.
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ITEM 9. UNDERTAKINGS
(a) The Company hereby undertakes:
(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;
(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;
Provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) shall
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 Company pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this 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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) 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 Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in
the Act and is therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
persons of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling persons in
connection with the securities being registered, the Company 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 Act and will be governed by the final adjudication of such issue.
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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 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 Tacoma, State of Washington, on November 22, 2000.
COLUMBIA BANKING SYSTEM, INC.
By: /s/ J. James Gallagher
---------------------------------
J. James Gallagher
Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated, on November 22, 2000.
Signature Title
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/s/ J. James Gallagher Vice Chairman and
-------------------------------------- Chief Executive Officer
J. James Gallagher
/s/ Gary R. Schminkey Executive Vice President and
-------------------------------------- Chief Financial Officer
Gary R. Schminkey
Richard S. DeVine Director
Melanie J. Dressel Director
Jonathan Fine Director
John P. Folsom Director
J. James Gallagher Director
John A. Halleran Director
Thomas M. Hulbert Director
Thomas L. Matson Director
W.W. Philip Director
Donald Rodman Director
Sidney R. Snyder Director
William T. Weyerhaeuser Director
James M. Will Director
J. James Gallagher, by signing his name below, signs this document in
his capacity as a director and pursuant to powers of attorney duly executed by
the persons named, filed with the Securities and Exchange Commission as an
exhibit to this document, on behalf of such persons, all in the capacities and
on the date stated. Such persons include a majority of the directors of the
registrant.
/s/ J. James Gallagher
---------------------------------
J. James Gallagher
Attorney-in-Fact
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INDEX TO EXHIBITS
No. Exhibits
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4.1 Restated Articles of Incorporation (1)
4.2 Restated Bylaws (1)
4.3 1997 Amended and Restated Stock Option Plan (2)
5.1 Opinion of Davis Wright Tremaine, LLP (4)
23.1 Consent of Deloitte & Touche LLP (4)
23.2 Consent of Counsel (included in Exhibit 5.1) (4)
24 Power of Attorney (3)
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(1) Incorporated by reference to the Annual Report on Form 10-K for the year
ended December 31, 1999 previously filed by the company.
(2) Incorporated by reference to the Proxy Statement on Schedule 14A filed by
the Company on March 20, 1997.
(3) Incorporated by reference to the Form S-8 Registration Statement filed by
the Company on June 28, 2000.
(4) Filed herewith.
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