Registration No. 333-_________
Filed September 26, 2000
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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 and Chief Gerard L. Hawkins, Esq.
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
____________________________
(Name, address and telephone number of
agent for service)
Page 1 of 6 pages
Index to Exhibits is located on page 3.
CALCULATION OF REGISTRATION FEE
Title of Proposed
Securities Amount Maximum Proposed 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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Common Stock,
par value
$1.00 300,000(2) $20.91 $6,723,000 $1,656.07
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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 average of the high and low sales
prices of the Common Stock on the Nasdaq National Market System on September
21,2000.
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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.
2
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 Statements on Form S-8 (Commission File Nos.
333-20191 and 333-51143) filed on January 22, 1997 and April 28, 1998, to
register additional shares under the Plan, 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
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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 September 25, 2000.
By: /s/ Guy C. Pinkerton
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Guy C. Pinkerton
Chairman 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.
Signature Title Date
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/s/ Kermit O. Hanson
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Kermit O. Hanson Director September 25, 2000
/s/ W. Alden Harris
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W. Alden Harris Director September 25, 2000
/s/ Anna C. Johnson
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Anna C. Johnson Director September 25, 2000
/s/John F. Clearman
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John F. Clearman Director September 25, 2000
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Signature Title Date
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/s/ H. Dennis Halvorson
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H. Dennis Halvorson Director September 25, 2000
/s/ Guy C. Pinkerton
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Guy C. Pinkerton Chairman and September 25, 2000
Chief Executive
Officer (principal
executive officer
/s/Richard C. Reed
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Richard C. Reed Director September 25, 2000
/s/ Charles R. Richmond
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Charles R. Richmond Director September 25, 2000
/s/ Roy M. Whitehead
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Roy M. Whitehead Director and September 25, 2000
President
/s/ Ronald L. Saper
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Ronald L. Saper Executive Vice September 25, 2000
President and Chief
Financial Officer
(principal financial
officer)
/s/ Joseph R. Runte
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Joseph R. Runte Vice President September 25, 2000
and Controller
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