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Registration No. 333-_____
Filed April 28, 1998
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Washington Federal, Inc.
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(Exact Name of Registrant as specified in its Articles of Incorporation)
Washington 91-1661606
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(State of incorporation) (IRS Employer Identification No.)
425 Pike Street
Seattle, Washington 98101
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(Address of principal executive offices, including zip code)
Washington Federal Savings Profit Sharing Retirement
Plan and Employee Stock Ownership Plan
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(Full Title of the Plan)
Guy C. Pinkerton Copies to:
Chairman, President and Gerard L. Hawkins, Esq.
Chief Executive Officer Kenneth B. Tabach, Esq.
Washington Federal, Inc. Elias, Matz, Tiernan & Herrick L.L.P.
425 Pike Street 734 15th Street, N.W.
Seattle, Washington 98101 Washington, D.C. 20005
(206) 624-7936 (202) 347-0300
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(Name, address and telephone number of
agent for service)
Page 1 of 6 pages
Index to Exhibits is located on page 3.
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered(1) Per Share(3) Offering Price(3) Fee
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<S> <C> <C> <C> <C>
Common Stock,
par value
$1.00 300,000(2) $29.687 $8,906,100 $2,628
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(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
Washington Federal Savings Profit Sharing Retirement Plan and Employee Stock
Ownership Plan (the "Plan") as a result of a stock split, stock dividend or
similar adjustment of the outstanding Common Stock of Washington Federal,
Inc. (the "Company" or the "Registrant").
(2) Represents an estimate of such presently undeterminable number of shares
as may be purchased with employee contributions pursuant to the Plan. In
addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Plan.
(3) Estimated solely for the purpose of calculating the registration fee,
which has been calculated pursuant to Rule 457(c). The Proposed Maximum
Offering Price Per Share is equal to the closing sales price of the Common
Stock on the Nasdaq National Market System on April 21, 1998.
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This Registration Statement shall become effective automatically upon the
date of filing in accordance with Section 8(a) of the Securities Act of 1933,
as amended, and 17 C.F.R. Section 230.462.
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This Registration Statement registers additional securities to be issued
under the Washington Federal Savings Profit Sharing Retirement Plan and
Employee Stock Ownership Plan, for which a Registration Statement on Form S-8
has been filed and is effective. The contents of the Registration Statement
on Form S-8 (Commission File No. 33-97900), filed with the Commission on
October 10, 1995, and the Registration Statement on Form S-8 (Commission File
No. 333-20191) to register additional shares under the Plan filed with the
Commission on January 22, 1997, are incorporated herein by reference.
Item 8. Exhibits
The following exhibits are filed with or incorporated by reference into this
Registration Statement on Form S-8 (numbering corresponds to Exhibit Table in
Item 601 of Regulation S-K):
No. Exhibit Page
4 Common Stock Certificate. *
23 Consent of Deloitte & Touche LLP E-1
24 Power of attorney for any subsequent amendments
(located in the signature pages of this Registration
Statement). --
99 Washington Federal Savings Profit Sharing and
Retirement Plan and Employee Stock Ownership Plan **
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* Incorporated by reference from the Company's Registration
Statement on Form 8-B, filed with the Commission on January 26, 1995.
** Incorporated by reference from the Company's Registration
Statement on Form S-8 (Commission File No. 33-97900), filed with the
Commission on October 10, 1995.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 State of Washington on April 27, 1998.
By: /s/ Guy C. Pinkerton
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Guy C. Pinkerton
Chairman, President and Chief
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 and on the dates indicated. Each person whose signature appears
below hereby makes, constitutes and appoints Guy C. Pinkerton his or her true
and lawful attorney, with full power to sign for such person and in such
person's name and capacity indicated below, and with full power of
substitution any and all amendments to this Registration Statement, hereby
ratifying and confirming such person's signature as it may be signed by said
attorney to any and all amendments.
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Signature Title Date
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/s/ Kermit O. Hanson
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Kermit O. Hanson Director April 27, 1998
/s/ W. Alden Harris
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W. Alden Harris Director April 27, 1998
/s/ Anna C. Johnson
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Anna C. Johnson Director April 27, 1998
/s/John F. Clearman
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John F. Clearman Director April 27, 1998
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<S> <C> <C>
Signature Title Date
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/s/ H. Dennis Halvorson
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H. Dennis Halvorson Director April 27, 1998
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E.W. Mersereau, Jr. Vice Chairman April --, 1998
/s/ Guy C. Pinkerton
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Guy C. Pinkerton Chairman, President April 27, 1998
and Chief Executive
Officer (principal
executive officer)
/s/ Charles R. Richmond
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Charles R. Richmond Director April 27, 1998
/s/Richard C. Reed
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Richard C. Reed Director April 27, 1998
/s/ Ronald L. Saper
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Ronald L. Saper Executive Vice April 27, 1998
President and Chief
Financial Officer
(principal financial
and accounting officer)
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5
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EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
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Board of Directors
Washington Federal, Inc.
Seattle, Washington
We consent to the incorporation by reference in this Registration Statement
of Washington Federal, Inc. on Form S-8 of our report dated October 20, 1997,
incorporated by reference in the Annual Report on Form 10-K of Washington
Federal, Inc. for the year ended September 30, 1997.
/s/ Deloitte & Touche LLP
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DELOITTE & TOUCHE LLP
Seattle, Washington
April 24, 1998
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