As filed with the Securities and Exchange Commission on April 9, 1999
Registration No. 333-43749
- --------------------------------------------------------------------------------
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
FIRST WASHINGTON BANCORP, INC.
(Exact name of registrant as specified in its charter)
Washington 6036 91-1691604
- ------------------------------- ---------------------------- -------------------
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
10 S. First Avenue
Walla Walla, Washington 99362
(509) 527-3636
- --------------------------------------------------------------------------------
(Address, including ZIP code, and telephone number, including area code, of
Registrant's principal executive office)
John F. Breyer, Jr., Esq.
Breyer & Associates PC
1100 New York Avenue, N.W.
Suite 700 East
Washington, D.C. 20005
(202) 737-7900
- --------------------------------------------------------------------------------
(Name and address, including ZIP code, and telephone number, including area
code, of agent for service)
Approximate date of commencement of proposed sale to the public: Not applicable.
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. [ ]
<PAGE>
DEREGISTRATION OF SHARES
First Washington Bancorp, Inc. (the "Company") hereby amends its
Registration Statement on Form S-4 to remove from registration thereunder 70,739
shares of its common stock which remained unissued after consummation of the
acquisition of Towne Bancorp, Inc. ("Towne") on April 1, 1998.
The Registration Statement on Form S-4 filed with the Securities and
Exchange Commission ("SEC") on January 6, 1998 registered 846,623 shares of the
Company's common stock for possible issuance in exchange for Towne common stock
(and stock options issuable upon the exercise of employee and director stock
options) in connection with the acquisition of Towne pursuant to the Agreement
and Plan of Merger dated as of November 24, 1997 between the Company, Towne and
Towne Bank (the "Agreement"). The Agreement provided that at the effective time
of the merger each share of Towne common stock would be exchanged for shares of
the Company's common stock and each outstanding stock option to purchase Towne
common stock would be converted into the right to purchase shares of the
Company's common stock. The 846,623 shares registered represented the maximum
amount of the Company's common stock, including shares issuable upon the
exercise of stock options, that could be issued to holders of Towne common stock
under the Agreement.
At the effective time of the merger, each outstanding share of Towne
common stock was converted into the right to receive either (i) $91.62 in cash
or (ii) 3.355 shares of Company common stock and $11.78 in cash. A total of
775,884 shares of the Company's common stock and $7,653,790 (including cash paid
in lieu of issuing fractional shares) were issued and paid to Towne shareholders
in connection with the merger. Consequently, 70,739 shares of the Company's
common stock originally registered in the Registration Statement on Form S-4
were not issued in the merger and are being deregistered. The foregoing amounts
do not reflect any adjustment for the 10% stock dividend paid by the Company on
August 10, 1998.
<PAGE>
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 Walla Walla, State of Washington on April 9, 1999.
FIRST WASHINGTON BANCORP, INC.
By: /s/Gary Sirmon
--------------------------------
Gary Sirmon
President and Chief Executive Officer and Director
(Principal 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/ D. Allan Roth Executive Vice President and April 9, 1999
- ------------------------- Chief Financial Officer
D. Allan Roth (Principal Financial and
Accounting Officer)
*/s/Wilber Pribilisky Director April 9, 1999
- -------------------------
Wilber Pribilisky
*/s/Robert D. Adams Director April 9, 1999
- -------------------------
Robert D. Adams
*/s/David Casper Director April 9, 1999
- -------------------------
David Casper
*/s/Morris Ganguet Director April 9, 1999
- -------------------------
Morris Ganguet
*/s/Dean W. Mitchell Director April 9, 1999
- -------------------------
Dean W. Mitchell
*/s/R.R. "Pete" Reid Director April 9, 1999
- -------------------------
R. R. "Pete" Reid
*/s/Marvin Sundquist Director April 9, 1999
- -------------------------
Marvin Sundquist
*/s/Jesse G. Foster Director April 9, 1999
- -------------------------
Jesse G. Foster
*By power of attorney dated January 5, 1998.
