As filed with the Securities and Exchange Commission on April 9, 1999
Registration No. 333-63375
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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
FIRST WASHINGTON BANCORP, INC.
(Exact name of registrant as specified in its charter)
Washington 6036 91-1691604
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(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
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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.
Breyer & Associates PC
1100 New York Avenue, N.W.
Suite 700 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)
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 40,267
shares of its common stock which remained unissued after consummation of the
acquisition of Whatcom State Bancorp, Inc. ("WSBI") on January 1, 1999.
The Registration Statement on Form S-4 filed with the Securities and
Exchange Commission ("SEC") on September 15, 1998 registered 547,320 shares of
the Company's common stock for possible issuance in exchange for WSBI common
stock (and stock options issuable upon the exercise of employee and director
stock options) in connection with the acquisition of WSBI pursuant to the
Agreement and Plan of Mergers dated as of June 15, 1998 between the Company,
First Saving Bank of Washington, WSBI and Whatcom State Bank (the "Agreement").
The Agreement provided that at the effective time of the merger each share of
WSBI common stock would be exchanged for shares of the Company's common stock
and each outstanding stock option to purchase WSBI common stock would be
converted into the right to purchase shares of the Company's common stock. The
547,320 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 WSBI common stock under the Agreement.
At the effective time of the merger, pursuant to the Agreement, all
outstanding shares of WSBI common stock were converted into .7671 shares of the
Company's common stock. In lieu of issuing fractional shares, the Company paid
$10,127 in cash to WSBI stockholders, equal to the number of fractional share
interests resulting from the merger multiplied by $22.712. A total of 507,053
shares of the Company's common stock and $10,127 were issued and paid to WSBI
shareholders in connection with the merger. Consequently, 40,267 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.
<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
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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
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Wilber Pribilisky
*/s/Robert D. Adams Director April 9, 1999
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Robert D. Adams
*/s/David Casper Director April 9, 1999
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David Casper
*/s/Morris Ganguet Director April 9, 1999
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Morris Ganguet
*/s/Dean W. Mitchell Director April 9, 1999
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Dean W. Mitchell
*/s/R.R. "Pete" Reid Director April 9, 1999
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R. R. "Pete" Reid
*/s/Marvin Sundquist Director April 9, 1999
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Marvin Sundquist
*/s/Jesse G. Foster Director April 9, 1999
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Jesse G. Foster
*By power of attorney dated September 14, 1998.
