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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 12, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COWLITZ BANCORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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WASHINGTON 6712 91-1529841
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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927 COMMERCE AVENUE, LONGVIEW, WASHINGTON 98632 (360) 423-9800
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
CHARLES W. JARRETT, PRESIDENT AND CHIEF OPERATING OFFICER
COWLITZ BANCORPORATION
927 COMMERCE AVENUE, LONGVIEW, WASHINGTON 98632 (360) 423-9800
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
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DAVID R. WILSON STEPHEN M. KLEIN
BERNARD L. RUSSELL MARK C. LEWINGTON
FOSTER PEPPER & SHEFELMAN PLLC GRAHAM & DUNN PC
1111 THIRD AVENUE, SUITE 3400 1420 FIFTH AVENUE, SUITE 3300
SEATTLE, WASHINGTON 98101 SEATTLE, WASHINGTON 98101
(206) 447-4400 (206) 624-8300
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE 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 this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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. [X] 333-44355
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 REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE PRICE(1) REGISTRATION FEE(3)
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Common Stock, no par value............. 230,000 shares $12.00 $2,760,000 $952
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(1) Calculated pursuant to Rule 457(a).
(2) Pursuant to Rule 429(b), the registrant registered 1,150,000 shares of
common stock on Registration Statement on Form S-1 (333-44355) at a proposed
maximum aggregate offering price of $14,950,000.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This registration statement is filed with the Securities and Exchange
Commission (the "Commission") pursuant to Rule 462(b) under the Securities
Act of 1933, as amended (the "Securities Act") by Cowlitz Bancorporation (the
"Company"). In accordance with Rule 429 under the Securities Act, this
Registration Statement incorporates by reference the contents of the
Registration Statement on Form S-1 (Registration No. 333-44355) which was
declared effective by the Commission on March 11, 1998 relating to the offering
of 1,000,000 shares of Common Stock.
CERTIFICATION
The Company hereby certifies to the Commission that (i) it has
instructed its bank to pay the Commission the filing fee set forth on the cover
page of this Registration Statement by a wire transfer of such amount to the
Commission's account at Mellon Bank as soon as practicable (but no later than
the close of business on March 12, 1998), (ii) it will not revoke such
instructions, (iii) it has sufficient funds in the relevant account to cover
the amount of such filing fee, and (iv) it will confirm receipt of such
instructions by its bank during the bank's regular business hours no later than
March 12, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Longview, State of
Washington, on March 11, 1998.
COWLITZ BANCORPORATION
By /s/ CHARLES W. JARRETT
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Charles W. Jarrett, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated below.
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SIGNATURE TITLE DATE
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/s/ BENJAMIN NAMATINIA Chairman, Chief Executive March 11, 1998
- ----------------------------------------------------- Officer and Director
Benjamin Namatinia
/s/ CHARLES W. JARRETT President, Chief Operating March 11, 1998
- ----------------------------------------------------- Officer and Director
Charles W. Jarrett
/s/ DONNA P. GARDNER Vice President -- March 11, 1998
- ----------------------------------------------------- Secretary/Treasurer (Chief
Donna P. Gardner Financial Officer and Principal
Accounting Officer,
/s/ MARK F. ANDREWS, JR. Director March 11, 1998
- -----------------------------------------------------
Mark F. Andrews, Jr.
/s/ LARRY M. LARSON Director March 11, 1998
- -----------------------------------------------------
Larry M. Larson
Director March , 1998
- -----------------------------------------------------
E. Chris Searing
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II-4
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EXHIBIT INDEX
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SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
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5.1 Opinion of Foster Pepper & Shefelman PLLC.
23.1 Consent of Foster Pepper & Shefelman PLLC (contained in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
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EXHIBIT 5.1
March 11, 1998
Board of Directors
Cowlitz Bancorporation
927 Commerce Avenue
Longview, Washington 98632
Gentlemen:
We have acted as counsel for Cowlitz Bancorporation (the "Company"), a
Washington corporation, in connection with the (i) authorization and issuance of
200,000 shares of common stock of the Company, no par value per share (the
"Issuer Shares"), (ii) the possible sale of an additional 47,000 shares of
common stock of the Company pursuant to an over-allotment option granted to the
underwriters (the "Option Shares") and (iii) the preparation of a Registration
Statement on Form S-1 filed pursuant to Rule 462(b) which incorporates by
reference a Registration Statement on Form S-1 (Reg. No. 333-44355) (together,
the "Registration Statement") under the Securities Act of 1933, as amended. We
have examined the Registration Statement, the records of the Company and such
other documents as we deem necessary for the purpose of this opinion.
Based on the foregoing, we are of the opinion that upon effectiveness
of the Registration Statement, due execution by the Company and the registration
by the Company's registrar of the Issuer Shares and the Option Shares and the
receipt by the Company of the consideration from the sale of the Issuer Shares
and the Option Shares as contemplated by the Registration Statement, each of the
Issuer Shares and the Option Shares will be duly authorized, validly issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the Prospectus
included in the Registration Statement under the caption "Legal Matters."
Very truly yours,
FOSTER PEPPER & SHEFELMAN PLLC
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 15, 1998,
included in Amendment No. 1 to Cowlitz Bancorporation's Form S-1 registration
statement (File No. 333-44355).
ARTHUR ANDERSEN LLP
Portland, Oregon
March 11, 1998
