As filed with the Securities and Exchange Commission on
December 22, 1998.
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
STERLING FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
WASHINGTON 91-1572822
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
111 North Wall Street
Spokane, Washington 99201
(509) 458-2711
--------------------------------------------------
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
Sterling Financial Corporation 1998 Long-Term Incentive Plan
First Federal Savings and Loan Association of Montana
1992 Stock Option and Incentive Plan
(Full title of plans)
Copies to:
NED M. BARNES, SECRETARY DONALD J. LUKES, ESQ.
Sterling Financial Corporation Witherspoon, Kelley,
111 North Wall Street Davenport & Toole, P.S.
Spokane, Washington 99201 West 422 Riverside Avenue,
(509) 458-2884 Suite 1100
Spokane, Washington 99201
(509) 624-5265
----------------------------------------------
(Name, address and telephone number, including
area code, of agent for service)
<PAGE>
Calculation of Registration Fee
<TABLE>
<CAPTION>
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered(1) Per Share (2) Offering Price(2) Fee
---------- ------------- -------------- ----------------- ------------
<S> <C> <C> <C> <C>
Common Stock, 549,505 $16.125 $8,860,768 $2,463.29
1.00 par
value per
share
</TABLE>
(1) 49,505 shares are being registered for issuance under the First
Federal Savings and Loan Association of Montana 1992 Stock Option
and Incentive Plan, which Plan was assumed by the Registrant in
connection with its acquisition of Big Sky Bancorp, Inc.
500,000 shares are being registered for issuance under
the Sterling Financial Corporation 1998 Long-Term Incentive
Plan. (The foregoing plans are collectively referred to herein
as the "Plans.")
(2) Estimated Pursuant to Rule 457(c) and (h) solely for the purpose
of calculating the amount of the registration fee based upon the
average of the high and low trading prices of the common stock,
$1.00 par value per share (the "Common Stock") of Sterling
Financial Corporation, (the "Registrant"), as reported on the
Nasdaq National Market on December 18, 1998.
<PAGE>
PART I
------
ITEM 1. Plan Information
Information required by Part I to be contained in the prospectus
is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933 and the Note to Part I
of Form S-8.
ITEM 2.
See response to Item 1 above.
<PAGE>
PART II
-------
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
The following documents filed with the Commission are
incorporated herein by reference:
(1) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1997.
(2) The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1998, June 30, 1998 and September
30, 1998.
(3) The Registrant's Current Reports on Form 8-K on February 2,
April 23, June 15, June 30 and November 16, 1998.
(4) The description of the Common Stock of the Registrant as set
forth in a registration statement under the Exchange Act,
including any amendment or report filed for the purpose of
updating such description.
All documents filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), after the date hereof and prior to the filing of
a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities
covered hereby then remaining unsold, shall also be deemed to be
incorporated by reference herein and to be a part hereof
commencing on the respective dates on which such documents are
filed.
Any statement contained in this Registration Statement, or in a
document incorporated or deemed to be incorporated by reference
herein, shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement
contained herein, or in any other subsequently filed document
which also is or is deemed to be incorporated by reference
herein, modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. Description of Securities.
Not Applicable
ITEM 5. Interests of Named Experts and Counsel.
Not Applicable
<PAGE>
ITEM 6. Indemnification of Directors and Officers.
The Washington Business Corporation Act permits and the Restated
Articles of Incorporation and Bylaws of the Registrant provide
that to the fullest extent allowed by applicable laws existing
from time to time, any person may, and directors and officers
shall, be indemnified or reimbursed by the Registrant for
reasonable expenses (including attorneys' fees) actually incurred
in connection with any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or
investigative to which he or she shall be made a party or
threatened to be made a party by reason of his or her being or
having been a director, officer, employee or agent of the
Registrant or of any firm, corporation, employee benefit plan or
other organization which he or she served in any such capacity at
the request of the Registrant; provided, however, that no person
shall be so indemnified or reimbursed (1) in relation to any
matter in such action, suit or proceeding as to which he or she
shall finally be adjudged to have been guilty or liable for gross
negligence, willful misconduct or criminal acts in the
performance of his or her duties to the Registrant; or (2) in
relation to any matter in such action, suit or proceeding which
has been made the subject of a compromise settlement except with
the approval of (a) a court of competent jurisdiction, (b) the
holders of record of a majority of the outstanding shares of the
Registrant or (c) the Board of Directors, acting by vote of a
majority of directors not parties to the same or substantially
the same action, suit or proceeding, whether or not such majority
constitutes a quorum. The foregoing right of indemnification or
reimbursement is not exclusive of other rights to which such
person, his or her heirs, executors or administrators may be
entitled as a matter of law. Persons indemnified are deemed to
include the heirs, legal representatives, executors and
administrators of such persons.
Expenses (including attorneys' fees) incurred in defending a
civil or criminal action, suit or proceeding shall be paid by the
Registrant in advance of the final disposition of such action,
suit or proceeding. The director, officer, employee or agent must
repay such amount, however, if it shall ultimately be determined
that he or she is not entitled to be indemnified by the
Registrant.
The Registrant's Restated Articles of Incorporation also provide
that a director of the Registrant shall not be personally liable
to the Registrant or its shareholders for monetary damages for
conduct as a director, except for liability of the director for
(i) acts or omissions that involve intentional misconduct or a
knowing violation of law by the director, (ii) conduct which
violates RCW 23B.08.310 of the Washington Business Corporation
Act pertaining to unpermitted distributions to shareholders or
loans to directors or (iii) any transaction from which the
director will personally receive a benefit in money, property or
services to which the director is not legally entitled. If the
<PAGE>
Washington Business Corporation Act is amended to further
eliminate or limit the personal liability of directors, then the
liability of a director of the Registrant shall be eliminated or
limited to the fullest extent permitted by the Washington
Business Corporation Act, as so amended. Any repeal or
modification of the foregoing paragraph by the shareholders of
the Registrant shall not adversely affect any right or protection
of a director of the Registrant existing at the time of such
repeal or modification.
ITEM 7. Exemption From Registration Claimed.
Not Applicable
ITEM 8. Exhibits.
The following exhibits are filed with or incorporated by
reference into this Registration Statement on Form S-8:
Exhibit
Number
-------
4.1 Reference is made to Registrant's Restated Articles of
Incorporation and Articles of Amendment of Restated
Articles of Incorporation filed as Exhibits 3.1 and 3.2,
respectively, to Registrant's Form S-4 dated November 7,
1994 and incorporated by reference herein.
4.2 Reference is made to Registrant's Amended and Restated
Bylaws filed as Exhibit 3.3 to Registrant's Form 10-Q dated
March 31, 1997 and incorporated by reference herein.
4.3 The Registrant has outstanding certain long-term debt.
None of such debt exceeds ten percent of Registrant's total
assets; therefore, copies of the constituent instruments
defining the rights of the holders of such debt are not
included as exhibits. Copies of instruments with respect
to such long-term debt will be furnished to the Commission
upon request.
4.4 Copy of Sterling Financial Corporation 1998 Long-Term
Incentive Plan, filed as Exhibit A to Registrant's Proxy
Statement in connection with the Annual Meeting of
Shareholders held on April 28, 1998 and incorporated by
reference herein.
4.5 First Federal Savings and Loan Association of Montana 1992
Stock Option and Incentive Plan, incorporated by reference
from the Registration Statement on Form 10 filed by the
Association with the Office of Thrift Supervision on May
15, 1992.
5.1 Opinion of Witherspoon, Kelley, Davenport & Toole, P.S.
<PAGE>
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Witherspoon, Kelley, Davenport & Toole, P.S.
(included in Exhibit 5 to this Registration Statement).
24 Power of attorney (set forth on the signature pages to the
Registration Statement).
ITEM 9. Undertakings.
The undersigned Registrant 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, (ii) to reflect in the
prospectus any facts or events arising after the effective
date of the Registration Statement (or 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, and (iii) to
include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change in such information in the
Registration Statement; provided, however, that clauses (i)
and (ii) do not apply if the information required to be
included in a post-effective amendment by those clauses is
contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration
Statement.
2. That, for the purposes of determining any liability under
the Securities Act, 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 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.
4. That, for the purposes of determining any liability under
the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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 that offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
<PAGE>
5. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant
to the foregoing provisions or otherwise, the Registrant has
been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against liabilities
(other than the payment by the Registrant in the successful
defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection
with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the questions whether such
indemnification by it is against public policy expressed in
the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
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-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Spokane, State
of Washington, on this 21st day of December, 1998.
STERLING FINANCIAL CORPORATION
By /s/ WILLIAM W. ZUPPE
-----------------------------
WILLIAM W. ZUPPE, President,
Chief Operating Officer and
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby grants a power of attorney to Daniel G. Byrne and
Donald J. Lukes and each of them, with full power of substitution and
resubstitution, for him and his name, place and stead, in any and all
capacities (including his capacity as a director or officer of
Sterling Financial Corporation) to sign for such person, and in such
person's name and capacity indicated below, any and all amendments to
the Registration Statement of Sterling Financial Corporation and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, 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 each of them or any substitute
therefor may 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 below by the following persons
in the capacities indicated on December 21, 1998.
SIGNATURE TITLE
-------------------------------- -----------------------------------
/s/ HAROLD B. GILKEY Chairman of the Board and Chief
-------------------------------- Executive Officer
Harold B. Gilkey
/s/ WILLIAM W. ZUPPE President, Chief Operating Officer
-------------------------------- and Director
William W. Zuppe
/s/ DANIEL G. BYRNE Chief Financial Officer and
-------------------------------- Principal Accounting Officer
Daniel G. Byrne
<PAGE>
/s/ NED M. BARNES Secretary and Director
--------------------------------
Ned M. Barnes
/s/ RODNEY W. BARNETT Director
--------------------------------
Rodney W. Barnett
/s/ JAMES P. FUGATE Director
--------------------------------
James P. Fugate
/s/ ROBERT D. LARRABEE Director
--------------------------------
Robert D. Larrabee
s/s ROBERT E. MEYERS Director
--------------------------------
Robert E. Meyers
/s/ DAVID O. WALLACE Director
--------------------------------
David O. Wallace
<PAGE>
EXHIBIT 5.1
-----------
Opinion Re Legality
[Letterhead of Witherspoon, Kelley, Davenport & Toole, P.S.]
December 21, 1998
Sterling Financial Corporation
111 North Wall Street
Spokane, Washington 99201
RE: Registration Statement on Form S-8 of Sterling Financial
Corporation
Gentlemen:
We have acted as counsel to Sterling Financial Corporation, a
Washington corporation ("Sterling"), in connection with the
preparation of the Registration Statement on Form S-8 filed with the
Securities and Exchange Commission ("Registration Statement") under
the Securities Act of 1933, as amended, relating to shares of common
stock, par value $1.00 per share (the "Common Stock") of Sterling
which may be issued pursuant to the terms of the First Federal Savings
and Loan Association of Montana 1992 Stock Option and Incentive Plan
and the Sterling Financial Corporation 1998 Long-Term Incentive Plan
(collectively the "Plans"), all as more fully described in the
Registration Statement. You have requested the opinion of this firm
with respect to certain legal aspects of the proposed offering.
We have examined such documents, records and matters of law as we have
deemed necessary for purposes of this opinion and based thereon, we
are of the opinion that the Common Stock when issued pursuant to and
in accordance with the terms of the Plans will be duly and validly
issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8.
Very truly yours,
WITHERSPOON, KELLEY, DAVENPORT & TOOLE, P.S.
/s/ Witherspoon, Kelley, Davenport & Toole, P.S.
<PAGE>
Exhibit 23.1
------------
Consent of Independent Auditors
December 21, 1998
The Board of Directors
Sterling Financial Corporation
We consent to the incorporation by reference in the registration
statement of Sterling Financial Corporation on Form S-8 of our report,
which includes an explanatory paragraph describing changes in the
methods of accounting for the transfer of financial assets and
liabilities, mortgage servicing rights, impairment in long lived
assets and impaired loans, dated January 28, 1998, except for Note 25
as to which the date is February 4, 1998, on our audits of the
consolidated financial statements of Sterling Financial Corporation as
of December 31, 1997 and 1996 and June 30, 1996, and for the year
ended December 31, 1997, the six months ended December 31, 1996 and
the years ended June 30, 1996 and 1995.
/s/ PricewaterhouseCoopers LLP
December 21, 1998
Spokane, Washington
<PAGE>
