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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 18, 2000
REGISTRATION NO. 333-___________
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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 SAVINGS BANK
EMPLOYEE SAVINGS AND
INVESTMENT PLAN & TRUST
COPIES TO:
NED M. BARNES, SECRETARY DONALD J. LUKES, ESQ.
STERLING FINANCIAL CORPORATION WITHERSPOON, KELLEY, DAVENPORT
111 NORTH WALL STREET & TOOLE, P.S.
SPOKANE, WASHINGTON 99201 WEST 422 RIVERSIDE AVENUE, SUITE 1100
(509) 458-2884 SPOKANE, WASHINGTON 99201
(509) 624-5265
(Name, address and telephone number, including area code, of agent for service)
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Calculation of Registration Fee
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Title of
Securities Amount Proposed Maximum Proposed Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered (1) Per Share (2) Offering Price (2) Fee
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<S> <C> <C> <C> <C>
Common Stock, 240,000 $12.09 $2,901,600 $766.02
1.00 par value
per share
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</TABLE>
(1) Represents an estimate of such presently undeterminable number of shares as
may be purchased with employee contributions pursuant to the Sterling
Savings Bank Employee Savings and Investment Plan & Trust (the "Plan"). In
addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
(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 Stock Market on August 16, 2000.
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This Registration Statement shall become effective automatically upon
the date of filing, in accordance with Rule 462, under the Securities Act of
1933, as amended (the "Securities Act").
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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 and the Note to Part I of Form S-8.
Item 2.
See response to Item 1 above.
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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, 1999;
(2) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2000 and June 30, 2000;
(3) The Registrant's Current Reports on Form 8-K on May 2, 2000 and
July 28, 2000; and
(4) The description of the Common Stock of the Registrant as set
forth in a registration statement under the Securities Exchange
Act of 1934, as amended (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),
13(c), 14 or 15(d) of 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
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
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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 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:
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<CAPTION>
Exhibit
Number
-------
<S> <C>
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 Copy of Bylaws of Registrant (amended and restated as
of May 24, 1999). Filed as Exhibit 3.3 to
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999 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.
5.1 Opinion of Witherspoon, Kelley, Davenport & Toole,
P.S. Filed herewith.
23.1 Consent of Witherspoon, Kelley, Davenport & Toole,
P.S. (included in Exhibit 5.1 to this Registration
Statement).
23.2 Consent of PricewaterhouseCoopers LLP. Filed
herewith.
24.1 Power of attorney (set forth on the signature pages
to the Registration Statement).
99.1 The Sterling Savings Bank Employee Savings and
Investment Plan & Trust.
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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 to 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 purpose 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.
5. Insofar as indemnification for liabilities arising under the
Securities Act 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 question 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.
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Pursuant to the requirements of the Securities Act, 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 16th day of
August, 2000.
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, this Registration
Statement has been signed below by the following persons in the capacities
indicated on August 16, 2000.
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<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ HAROLD B. GILKEY Chairman of the Board and Chief Executive Officer August 16, 2000
--------------------------
Harold B. Gilkey
/s/ WILLIAM W. ZUPPE President, Chief Operating Officer and Director August 16, 2000
--------------------------
William W. Zuppe
/s/ DANIEL G. BYRNE Senior Vice President-Finance, Assistant Secretary August 16, 2000
-------------------------- and Principal Financial Officer
Daniel G. Byrne
/s/ WILLIAM R. BASOM Vice President, Treasurer and Principal Accounting August 16, 2000
-------------------------- Officer
William R. Basom
/s/ NED M. BARNES Secretary and Director August 16, 2000
--------------------------
Ned M. Barnes
/s/ RODNEY W. BARNETT Director August 16, 2000
--------------------------
Rodney W. Barnett
/s/ THOMAS H. BOONE Director August 16, 2000
--------------------------
Thomas H. Boone
/s/ JAMES P. FUGATE Director August 16, 2000
--------------------------
James P. Fugate
/s/ ROBERT D. LARRABEE Director August 16, 2000
--------------------------
Robert D. Larrabee
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/s/ ROBERT E. MEYERS Director August 16, 2000
--------------------------
Robert E. Meyers
/s/ DAVID O. WALLACE Director August 16, 2000
--------------------------
David O. Wallace
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THE PLAN. Pursuant to the requirements of the Securities Act, the
Investment Committee of Sterling Savings Bank, as administrators of the
undersigned, 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 August 16, 2000.
STERLING SAVINGS BANK
EMPLOYEE SAVINGS AND
INVESTMENT PLAN & TRUST
August 16, 2000 BY /s/ DANIEL G. BYRNE
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Daniel G. Byrne, Advisory
Committee Member
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