As filed with the Securities and Exchange Commission on July 15, 1997
Registration No. 333-24203
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
FORM S-4
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
Cascade Financial Corporation
(Exact name of registrant as specified in its charter)
Delaware 6035 91-0167790
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(State or other jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or organization) Industrial Identification No.)
Classification Code
Number)
2828 Colby Avenue
Everett, Washington 98201
(206) 339-5500
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(Address, including ZIP code, and telephone number, including
area code, of Registrant's principal executive office)
John F. Breyer, Jr., Esq.
Aaron M. Kaslow, Esq.
Breyer & Aguggia
1300 I Street, N.W., Suite 470 East
Washington, D.C. 20005
(202) 737-7900
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(Name and address, including ZIP code, and telephone number,
including area code, of agent for service)
with copies to:
Glen P. Garrison, Esq.
Keller Rohrback
1201 Third Ave., Suite 3200
Seattle, Washington 98101
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration
Statement.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
Each Class Maximum Maximum Amount
of Securities Amount Offering Aggregate of
to be to be Price Per Offering Registration
Registered Registered (1) Unit(2) Price(2) Fee(2)
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Common Stock, $.01
par value 960,000 $13.15 $5,103,430 $1,547(3)
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(1) Represents the estimated maximum number of shares of common stock, par
value $.01 per share, issuable by Cascade Financial Corporation.
("Cascade") upon consummation of the acquisition of AmFirst
Bancorporation ("AmFirst") by Cascade.
(2) Pursuant to Rules 457(f)(2) and 457(c), the registration fee for the
Cascade common stock is based on the book value of AmFirst common stock,
$1.00 par value per share, on December 31, 1996 ($5,103,430), and
computed based on the estimated maximum number of such shares (388,213),
including shares issuable upon the exercise of outstanding employee and
director stock options, that may be exchanged for the securities being
registered.
(3) Previously paid.
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This post-effective amendment to the Registration Statement on Form S-4
of Cascade Financial Corporation ("Cascade") is being filed in connection with
Rule 416 to reflect an increase in the amount of securities being offered as a
result of the 5 for 4 stock split (in the form of a 25% stock dividend)
declared by Cascade subsequent to the effective date of the Registration
Statement. Such shares are being issued pursuant to the Agreement and Plan of
Mergers ("Merger Agreement") dated as of February 6, 1997 by and among Cascade
and Cascade Bank and AmFirst Bancorporation and American First National Bank,
which is attached as Appendix A to the Prospectus/Joint Proxy Statement
included in the Registration Statement. The Merger Agreement contains an
anti-dilution provision which provides for the proportional adjustment of the
number of shares to be issued in the merger in the event of a stock split or
stock dividend by Cascade prior to consummation of the merger.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant has duly caused this post-effective amendment to its
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Everett, State of Washington on July
15, 1997.
CASCADE FINANCIAL CORPORATION
By: /s/ Frank M. McCord
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Frank M. McCord
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this amended Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
/s/ Russell E. Rosendal Executive Vice President and July 15, 1997
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Russell E. Rosendal (Principal Financial and
Accounting Officer)
/s/ C. F. Safstrom President and Director July 15, 1997
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C. F. Safstrom
/s/ Robert Disotell* Executive Vice President July 15, 1997
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Robert Disotell
/s/ David W. Duce* Director July 15, 1997
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David W. Duce
/s/ Gary Meisner* Director July 15, 1997
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Gary Meisner
/s/ Dwayne Lane* Director July 15, 1997
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Dwayne Lane
/s/ D. R. Murphy* Director July 15, 1997
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D. R. Murphy
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/s/ Ronald E. Thompson* Director July 15, 1997
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Ronald E. Thompson
/s/ G. Brandt Westover* Director July 15, 1997
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G. Brandt Westover
/s/ Paull Shinn* Director July 15, 1997
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Paull Shin
/s/ Joan M. Earl* Director July 15, 1997
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Joan M. Earl
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*By power of attorney dated March 28, 1997.
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