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Mechanics Bancorp — Regulatory Filings 2011
Aug 9, 2011
31388_rf_2011-08-09_4fd7c92f-863e-4578-af21-55b1daade34e.zip
Regulatory Filings
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As filed with the Securities and Exchange Commission on August 9, 2011
Registration No. 333-173980
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 5
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HOMESTREET, INC.
(Exact Name of Registrant as Specified in its Charter)
| Washington | 6036 | 91-0186600 |
|---|---|---|
| (State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
601 Union Street, Suite 2000
Seattle, WA 98101
(206) 623-3050
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Mark K. Mason
Chief Executive Officer
HomeStreet, Inc.
601 Union Street, Suite 2000
Seattle, WA 98101
(206) 623-3050
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Marcus J. Williams Donna M. Cochener Davis Wright Tremaine LLP 1201 Third Avenue, Suite 2200 Seattle, WA 98101 (206) 622-3150 (206) 757-7700 Facsimile Godfrey B. Evans HomeStreet, Inc. 601 Union Street, Suite 2000 Seattle, WA 98101 (206) 623-3050 (206) 389-7703 Facsimile John C. Grosvenor Matthew S. OLoughlin Manatt, Phelps & Phillips, LLP 695 Town Center Drive, 14 th Floor Costa Mesa, CA 92626 (714) 371-2500 (714) 371-2550 Facsimile
As soon as practicable after the effective date of this Registration Statement.
(Approximate date of commencement of proposed sale to the public)
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ |
|---|---|---|---|
| Non-accelerated filer | x | Smaller reporting company | ¨ |
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities to be Registered | Amount to be Registered(1) | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price(2) | Amount of Registration Fee |
|---|---|---|---|---|
| Common Stock, no par value per share | 9,000,000 | $24.00 | $216,000,000 | $25,078(3) |
(1) Includes the underwriters option to purchase up to an additional 1,173,913 shares to cover over-allotments, if any.
(2) Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(o) promulgated under the Securities Act of 1933, as amended. Includes offering price of additional shares that the underwriters have the option to purchase to cover over-allotments, if any. See Underwriting.
(3) Previously paid.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
Explanatory Note
This Amendment No. 5 is being filed solely for the purpose of filing exhibits to the Registration Statement on Form S-1 (file No. 333-173980) and amending the exhibit list. No changes or additions are being made hereby to the preliminary prospectus which forms part of the Registration Statement or to Items 13, 14, 15 and 17 of Part II of the Registration Statement. Accordingly, the preliminary prospectus and Items 13, 14, 15 and 17 of Part II of the Registration Statement have been omitted from this filing.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
| Exhibit Number | Description |
|---|---|
| 1.1 (1) | Form of Underwriting Agreement |
| 3.1 (3) | Amended and Restated Articles of Incorporation of HomeStreet, Inc. |
| 3.2 (3) | Amended and Restated Bylaws of HomeStreet, Inc. |
| 3.3 (3) | Second Amended and Restated Bylaws of HomeStreet, Inc. |
| 3.4 (3) | Second Amended and Restated Articles of Incorporation of HomeStreet, Inc. |
| 4.1 (1) | Form of Common Stock Certificate |
| 4.2 (3) | Amended and Restated Family Shareholder Agreement of HomeStreet, Inc. dated October 23, 2008 |
| 4.3 | Reference is made to Exhibit 3.1 |
| 4.4 | Instruments with respect to long-term debt of HomeStreet, Inc. and its consolidated subsidiaries are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K since the total amount |
| of securities authorized thereunder does not exceed 10 percent of the total assets of HomeStreet, Inc. and its subsidiaries on a consolidated basis. HomeStreet, Inc. hereby agrees to furnish a copy of any such instrument to the Securities and | |
| Exchange Commission upon request. | |
| 5.1 (2) | Opinion of Davis Wright Tremaine LLP |
| 10.1 (3) | HomeStreet, Inc. 2002 Long Term Incentive Plan |
| 10.2 (3) | HomeStreet, Inc. 2010 Equity Incentive Plan |
| 10.3 (3) | HomeStreet, Inc. 401(k) Savings Plan, restated as of January 1, 2011, and amendment to the HomeStreet, Inc. 401(k) Savings Plan adopted as of February 24, 2011 |
| 10.4 (3) | Employee Stock Ownership Plan and Trust, restated as of January 1, 2011 |
| 10.5 (3) | HomeStreet, Inc. Directors Deferred Compensation Plan, effective February 1, 2004, as amended and restated December 19, 2008, executed by HomeStreet, Inc. and HomeStreet |
| Bank | |
| 10.6 (3) | HomeStreet, Inc. Executive Deferred Compensation Plan, effective February 1, 2004, as amended and restated December 19, 2008, executed by HomeStreet, Inc., HomeStreet Bank and |
| HomeStreet Capital Corporation | |
| 10.7 (3) | Form of HomeStreet, Inc. Award Agreement for Nonqualified Stock Options and Standard Terms and Conditions for Nonqualified Stock Options, granted October 22, 2010 and November 29, |
| 2010 | |
| 10.8 (3) | Employment Agreement between HomeStreet, Inc., HomeStreet Bank, and Mark Mason (pre-offering) |
| 10.9 (3) | Employment Agreement between HomeStreet, Inc., HomeStreet Bank, and Mark Mason (post-offering) |
| 10.10 (3) | Employment Agreement between HomeStreet, Inc., HomeStreet Bank, and David Hooston (pre-offering) |
| 10.11 (3) | Employment Agreement between HomeStreet, Inc., HomeStreet Bank, and David Hooston (post-offering) |
| 10.12 (3) | Employment Agreement between HomeStreet, Inc., HomeStreet Bank, and Godfrey Evans (pre-offering) |
| 10.13 (3) | Employment Agreement between HomeStreet, Inc., HomeStreet Bank, and Godfrey Evans (post-offering) |
| 10.14 (3) | Employment Agreement between HomeStreet, Inc., HomeStreet Bank, and Jay Iseman (pre-offering) |
II-1
| Exhibit Number | Description |
|---|---|
| 10.15 (3) | Employment Agreement between HomeStreet, Inc., HomeStreet Bank, and Jay Iseman (post-offering) |
| 10.16 (3) | Form of Officer Indemnification Agreement for HomeStreet, Inc. |
| 10.17 (3) | Form of Director Indemnification Agreement for HomeStreet, Inc. |
| 10.18 (3) | Form of 2011 Director and Officer Indemnification for HomeStreet, Inc. |
| 10.19 (3) | Stipulation and Consent to Issuance of an Order to Cease and Desist, dated May 7, 2009, between HomeStreet Bank, Federal Deposit Insurance Corporation and Washington Department of |
| Financial Institutions | |
| 10.20 (3) | Order to Cease and Desist to HomeStreet Bank, issued by Federal Deposit Insurance Corporation and Washington Department of Financial Institutions, dated May 8, 2009 |
| 10.21 (3) | Stipulation and Consent to Issuance of Order to Cease and Desist, effective May 18, 2009 by HomeStreet, Inc., accepted by Office of Thrift Supervision |
| 10.22 (3) | Order to Cease and Desist to HomeStreet, Inc., effective May 18, 2009, issued by Office of Thrift Supervision |
| 10.23 (3)(4) | Office Lease, dated March 5, 1992, between Continental, Inc. and One Union Square Venture, as amended by Supplemental Lease Agreement dated August 25, 1992, Second Amendment to |
| Lease dated May 6, 1998, Third Amendment to Lease dated June 17, 1998, Fourth Amendment to Lease dated February 15, 2000, Fifth Amendment to Lease dated July 30, 2001, Sixth Amendment to Lease dated March 5, 2002, Seventh Amendment to Lease dated | |
| May 19, 2004, Eighth Amendment to Lease dated August 31, 2004, Ninth Amendment to Lease dated April 19, 2006, Tenth Amendment to Lease dated July 20, 2006, Eleventh Amendment to Lease dated December 27, 2006, Twelfth Amendment to Lease dated October | |
| 1, 2007, and Thirteenth Amendment to Lease dated January 26, 2010 | |
| 10.24 (3) | Advances, Security and Deposit Agreement, dated as of June 20, 2004, between HomeStreet Bank and the Federal Home Loan Bank of Seattle |
| 10.25 (3) | Letter Agreement, dated January 5, 2007, by HomeStreet Bank to Federal Reserve Bank of San Francisco |
| 10.26 (3) | Master Custodial Agreement for Custody of Single Family MBS Pool Mortgage Loans, dated October 2009, between HomeStreet Bank, Federal National Mortgage Association, and U.S. Bank, |
| N.A. | |
| 10.27 (3)(4) | Master Agreement ML 02783 between HomeStreet Bank and Fannie Mae, dated March 15, 2010, amended by Letter Agreement dated March 15, 2011 |
| 10.28 (3) | Master Agreement, dated as of June 17, 2010, between HomeStreet Bank and Freddie Mac |
| 10.29 (3)(4) | Cash Pledge Agreement, dated as of June 1, 2010, between HomeStreet Bank and Federal Home Loan Mortgage Corporation |
| 10.30 (3) | Amended and Restated Limited Liability Company Agreement of Windermere Mortgage Services Series LLC, dated May 1, 2005, including form of separate series |
| designation | |
| 10.31 (3) | Correspondent Purchase and Sale Agreement, effective September 1, 2010, between HomeStreet Bank and Windermere Mortgage Services Series LLC |
| 10.32 (3) | HomeStreet, Inc., 2011 Management/Support Performance Based Annual Incentive Plan |
II-2
| Exhibit Number | Description |
|---|---|
| 10.33 (3) | Master Agreement between HomeStreet Bank and Government National Mortgage Association effective January 3, 2011 |
| 10.34 (3) | HomeStreet, Inc. 2011 Director Equity Incentive Plan |
| 21 (3) | Subsidiaries of HomeStreet, Inc. |
| 23.1 (2) | Consent of Davis Wright Tremaine LLP (included as part of Exhibit 5.1) |
| 23.2 (3) | Consent of KPMG LLP |
| 23.3 (3) | Consent of Unicon Financial Services, Inc. |
| 24.1 (3) | Powers of Attorney |
| 99.1 (3) | Consent of Victor H. Indiek |
| 99.2 (3) | Consent of Doug Smith |
| 99.3 (3) | Consent of Michael J. Malone |
| 99.4 (3) | Consent of George Petrie |
| 99.5 (1) | Consent of Scott Boggs |
| 99.6 (1) | Consent of Thomas E. King |
| 99.7 (1) | Consent of George Kirk |
(1) Filed herewith.
(2) To be filed by amendment.
(3) Previously filed.
(4) Portions of this document have been redacted pending a determination by the Commission as to whether such portions shall be subject to confidential treatment.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 5 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on August 9, 2011.
| HOMESTREET, INC. | |
|---|---|
| By: | /s/ Mark K. Mason |
| Mark K. Mason | |
| Chief Executive Officer and Chairman |
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 5 to Registration Statement has been signed by the following persons in the capacities and on the date indicated.
| Signature | Title | Date |
|---|---|---|
| /s/ Mark K. Mason Mark K. Mason | President and Chief Executive Officer (Principal Executive Officer) | August 9, 2011 |
| /s/ David E. Hooston David E. Hooston | Chief Financial Officer (Principal Financial and Accounting Officer) | August 9, 2011 |
| * David A. Ederer | Director, Chairman of the Board | August 9, 2011 |
| * Glory C. Beijar | Director | August 9, 2011 |
| * Brian P. Dempsey | Director | August 9, 2011 |
| * Gerhardt Morrison | Director | August 9, 2011 |
| * Janet L. Westling | Director | August 9, 2011 |
| * Bruce W. Williams | Director | August 9, 2011 |
| * Kathryn A. Williams | Director | August 9, 2011 |
| * Marcia F. Williams | Director | August 9, 2011 |
II-4
| Signature | Title | Date |
|---|---|---|
| * Wendy S. Williams | Director | August 9, 2011 |
| * Karen M. Zimmerman | Director | August 9, 2011 |
| * Steven W. Zimmerman | Director | August 9, 2011 |
| * By: |
|---|
| Mark K. Mason, Attorney in Fact |
II-5
EXHIBIT INDEX
| Exhibit Number | Description |
|---|---|
| 1.1 (1) | Form of Underwriting Agreement |
| 3.1 (3) | Amended and Restated Articles of Incorporation of HomeStreet, Inc. |
| 3.2 (3) | Amended and Restated Bylaws of HomeStreet, Inc. |
| 3.3 (3) | Second Amended and Restated Bylaws of HomeStreet, Inc. |
| 3.4 (3) | Second Amended and Restated Articles of Incorporation of HomeStreet, Inc. |
| 4.1 (1) | Form of Common Stock Certificate |
| 4.2 (3) | Amended and Restated Family Shareholder Agreement of HomeStreet, Inc. dated October 23, 2008 |
| 4.3 | Reference is made to Exhibit 3.1 |
| 4.4 | Instruments with respect to long-term debt of HomeStreet, Inc. and its consolidated subsidiaries are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K since the total amount |
| of securities authorized thereunder does not exceed 10 percent of the total assets of HomeStreet, Inc. and its subsidiaries on a consolidated basis. HomeStreet, Inc. hereby agrees to furnish a copy of any such instrument to the Securities and | |
| Exchange Commission upon request. | |
| 5.1 (2) | Opinion of Davis Wright Tremaine LLP |
| 10.1 (3) | HomeStreet, Inc. 2002 Long Term Incentive Plan |
| 10.2 (3) | HomeStreet, Inc. 2010 Equity Incentive Plan |
| 10.3 (3) | HomeStreet, Inc. 401(k) Savings Plan, restated as of January 1, 2011, and amendment to the HomeStreet, Inc. 401(k) Savings Plan adopted as of February 24, 2011 |
| 10.4 (3) | Employee Stock Ownership Plan and Trust, restated as of January 1, 2011 |
| 10.5 (3) | HomeStreet, Inc. Directors Deferred Compensation Plan, effective February 1, 2004, as amended and restated December 19, 2008, executed by HomeStreet, Inc. and HomeStreet |
| Bank | |
| 10.6 (3) | HomeStreet, Inc. Executive Deferred Compensation Plan, effective February 1, 2004, as amended and restated December 19, 2008, executed by HomeStreet, Inc., HomeStreet Bank and |
| HomeStreet Capital Corporation | |
| 10.7 (3) | Form of HomeStreet, Inc. Award Agreement for Nonqualified Stock Options and Standard Terms and Conditions for Nonqualified Stock Options, granted October 22, 2010 and November 29, |
| 2010 | |
| 10.8 (3) | Employment Agreement between HomeStreet, Inc., HomeStreet Bank, and Mark Mason (pre-offering) |
| 10.9 (3) | Employment Agreement between HomeStreet, Inc., HomeStreet Bank, and Mark Mason (post-offering) |
| 10.10 (3) | Employment Agreement between HomeStreet, Inc., HomeStreet Bank, and David Hooston (pre-offering) |
| 10.11 (3) | Employment Agreement between HomeStreet, Inc., HomeStreet Bank, and David Hooston (post-offering) |
| 10.12 (3) | Employment Agreement between HomeStreet, Inc., HomeStreet Bank, and Godfrey Evans (pre-offering) |
| 10.13 (3) | Employment Agreement between HomeStreet, Inc., HomeStreet Bank, and Godfrey Evans (post-offering) |
| 10.14 (3) | Employment Agreement between HomeStreet, Inc., HomeStreet Bank, and Jay Iseman (pre-offering) |
| Exhibit Number | Description |
|---|---|
| 10.15 (3) | Employment Agreement between HomeStreet, Inc., HomeStreet Bank, and Jay Iseman (post-offering) |
| 10.16 (3) | Form of Officer Indemnification Agreement for HomeStreet, Inc. |
| 10.17 (3) | Form of Director Indemnification Agreement for HomeStreet, Inc. |
| 10.18 (3) | Form of 2011 Director and Officer Indemnification for HomeStreet, Inc. |
| 10.19 (3) | Stipulation and Consent to Issuance of an Order to Cease and Desist, dated May 7, 2009, between HomeStreet Bank, Federal Deposit Insurance Corporation and Washington Department of |
| Financial Institutions | |
| 10.20 (3) | Order to Cease and Desist to HomeStreet Bank, issued by Federal Deposit Insurance Corporation and Washington Department of Financial Institutions, dated May 8, 2009 |
| 10.21 (3) | Stipulation and Consent to Issuance of Order to Cease and Desist, effective May 18, 2009 by HomeStreet, Inc., accepted by Office of Thrift Supervision |
| 10.22 (3) | Order to Cease and Desist to HomeStreet, Inc., effective May 18, 2009, issued by Office of Thrift Supervision |
| 10.23 (3)(4) | Office Lease, dated March 5, 1992, between Continental, Inc. and One Union Square Venture, as amended by Supplemental Lease Agreement dated August 25, 1992, Second Amendment to |
| Lease dated May 6, 1998, Third Amendment to Lease dated June 17, 1998, Fourth Amendment to Lease dated February 15, 2000, Fifth Amendment to Lease dated July 30, 2001, Sixth Amendment to Lease dated March 5, 2002, Seventh Amendment to Lease dated | |
| May 19, 2004, Eighth Amendment to Lease dated August 31, 2004, Ninth Amendment to Lease dated April 19, 2006, Tenth Amendment to Lease dated July 20, 2006, Eleventh Amendment to Lease dated December 27, 2006, Twelfth Amendment to Lease dated October | |
| 1, 2007, and Thirteenth Amendment to Lease dated January 26, 2010 | |
| 10.24 (3) | Advances, Security and Deposit Agreement, dated as of June 20, 2004, between HomeStreet Bank and the Federal Home Loan Bank of Seattle |
| 10.25 (3) | Letter Agreement, dated January 5, 2007, by HomeStreet Bank to Federal Reserve Bank of San Francisco |
| 10.26 (3) | Master Custodial Agreement for Custody of Single Family MBS Pool Mortgage Loans, dated October 2009, between HomeStreet Bank, Federal National Mortgage Association, and U.S. Bank, |
| N.A. | |
| 10.27 (3)(4) | Master Agreement ML 02783 between HomeStreet Bank and Fannie Mae, dated March 15, 2010, amended by Letter Agreement dated March 15, 2011 |
| 10.28 (3) | Master Agreement, dated as of June 17, 2010, between HomeStreet Bank and Freddie Mac |
| 10.29 (3)(4) | Cash Pledge Agreement, dated as of June 1, 2010, between HomeStreet Bank and Federal Home Loan Mortgage Corporation |
| 10.30 (3) | Amended and Restated Limited Liability Company Agreement of Windermere Mortgage Services Series LLC, dated May 1, 2005, including form of separate series |
| designation | |
| 10.31 (3) | Correspondent Purchase and Sale Agreement, effective September 1, 2010, between HomeStreet Bank and Windermere Mortgage Services Series LLC |
| 10.32 (3) | HomeStreet, Inc., 2011 Management/Support Performance Based Annual Incentive Plan |
| Exhibit Number | Description |
|---|---|
| 10.33 (3) | Master Agreement between HomeStreet Bank and Government National Mortgage Association effective January 3, 2011 |
| 10.34 (3) | HomeStreet, Inc. 2011 Director Equity Incentive Plan |
| 21 (3) | Subsidiaries of HomeStreet, Inc. |
| 23.1 (2) | Consent of Davis Wright Tremaine LLP (included as part of Exhibit 5.1) |
| 23.2 (3) | Consent of KPMG LLP |
| 23.3 (3) | Consent of Unicon Financial Services, Inc. |
| 24.1 (3) | Powers of Attorney |
| 99.1 (3) | Consent of Victor H. Indiek |
| 99.2 (3) | Consent of Doug Smith |
| 99.3 (3) | Consent of Michael J. Malone |
| 99.4 (3) | Consent of George Petrie |
| 99.5 (1) | Consent of Scott Boggs |
| 99.6 (1) | Consent of Thomas E. King |
| 99.7 (1) | Consent of George Kirk |
(1) Filed herewith.
(2) To be filed by amendment.
(3) Previously filed.
(4) Portions of this document have been redacted pending a determination by the Commission as to whether such portions shall be subject to confidential treatment.