Registration No. 333-
Filed September 27, 2004
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)
Roy M. Whitehead Copy to:
Vice Chairman, President and Jeffrey D. Haas, Esq.
Chief Executive Officer Patton Boggs L.L.P.
Washington Federal, Inc. 2550 M Street, NW
425 Pike Street Washington, D.C. 20037-1350
Seattle, Washington 98101 (202) 457-5675
(206) 624-7930
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(Name, address and telephone number of
agent for service)
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
$1.00 400,000(2) $25.22 $10,088,000 $1,279.00
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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 22, 2004.
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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,
333-51143 and 333-46588) filed on January 22, 1997, April 28, 1998 and September
26, 2000, 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. *
5.1 Opinion of Patton Boggs LLP regarding the legality Of the
Common Stock being registered. E-1
23.1 Consent of Deloitte & Touche LLP E-3
23.2 Consent of Patton Boggs LLP (included in Exhibit No. 5.1 hereto) 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 27, 2004.
By: /s/ Roy M. Whitehead
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Roy M. Whitehead
Vice 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 Roy M. Whitehead 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/ Derek L. Chinn
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Derek L. Chinn Director September 27, 2004
/s/John F. Clearman
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John F. Clearman Director September 27, 2004
/s/ H. Dennis Halvorson
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H. Dennis Halvorson Director September 27, 2004
/s/ W. Alden Harris
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W. Alden Harris Director September 27, 2004
/s/ Anna C. Johnson
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Anna C. Johnson Director September 27, 2004
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Signature Title Date
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/s/ Thomas F. Kenney
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Thomas F. Kenney Director September 27, 2004
/s/ Guy C. Pinkerton
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Guy C. Pinkerton Chairman and September 27, 2004
Director
/s/ Charles R. Richmond
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Charles R. Richmond Director September 27, 2004
/s/ Roy M. Whitehead
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Roy M. Whitehead Vice Chairman, September 27, 2004
Director, President
and Chief Executive
Officer
/s/ Brent J. Beardall
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Brent J. Beardall Senior Vice September 27, 2004
President and Chief
Financial Officer
(principal financial
& accounting officer)
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