As filed with the Securities and Exchange Commission on February 10, 2012

Registration No. 333-                

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

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 registrant’s 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. O’Loughlin Manatt, Phelps & Phillips, LLP 695 Town Center Drive, 14th 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.    x (File No. 333-173980)

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		Amount of Registration Fee
Common Stock, no par value per share		219,783		$44.00		$9,670,452		$1,109(2)

(1)

The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended, based on the proposed maximum aggregate offering price. The registrant previously registered securities at an aggregate offering price not to exceed $82,329,525 on a Registration Statement on Form S-1 (File No. 333-173980), which was declared effective by the Securities and Exchange Commission on February 10, 2012. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $11,761,335 is hereby registered, which includes shares issuable upon the exercise of the underwriters’ over-allotment option.

(2)	Previously paid.

 

 

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT.

 

 

 

---

EXPLANATORY NOTE

This Registration Statement on Form S-1 (this “462(b) Registration Statement”) is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the purpose of registering 219,783 shares of Common Stock of HomeStreet, Inc. This 462(b) Registration Statement relates to the initial public offering of shares of Common Stock contemplated by the Registration Statement on Form S-1 (File No. 333-173980), which was initially filed on May 6, 2011, and which, as amended, was declared effective by the Securities and Exchange Commission on February 10, 2012. Pursuant to Rule 462(b), the contents of the Registration Statement on Form S-1 (File No. 333-173980), including the exhibits thereto, are hereby incorporated by reference into this 462(b) Registration Statement.

---

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

 

Exhibit Number		Description
5.1(1)		Opinion of Davis Wright Tremaine LLP
23.1(1)		Consent of KPMG LLP

 

(1)	Filed herewith.

 

II-1

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on February 10, 2012.

 

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 date indicated.

 

Signature		Title		Date
/s/ Mark K. Mason Mark K. Mason		President and Chief Executive Officer (Principal Executive Officer)		February 10, 2012
/s/ David E. Hooston David E. Hooston		Chief Financial Officer (Principal Financial and Accounting Officer)		February 10, 2012
* David A. Ederer		Director, Chairman of the Board		February 10, 2012
* Brian P. Dempsey		Director		February 10, 2012
* Gerhardt Morrison		Director		February 10, 2012
* Janet L. Westling		Director		February 10, 2012
* Bruce W. Williams		Director		February 10, 2012
* Kathryn A. Williams		Director		February 10, 2012
* Marcia F. Williams		Director		February 10, 2012

 

II-2

---

Signature		Title		Date
* Wendy S. Williams		Director		February 10, 2012
* Karen M. Zimmerman		Director		February 10, 2012
* Steven W. Zimmerman		Director		February 10, 2012

 

* By:		/s/ Mark K. Mason
		Mark K. Mason, Attorney in Fact

 

II-3

---

EXHIBIT INDEX

 

Exhibit Number		Description
5.1(1)		Opinion of Davis Wright Tremaine LLP
23.1(1)		Consent of KPMG LLP

 

(1)	Filed herewith.