As filed with the Securities and Exchange Commission on February 13, 2012
Registration No. 333-179484
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1
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 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 |
Amount of Registration Fee | ||||
| Common Stock, no par value per share |
351,363 | $44.00 | $15,459,972 | $1,562(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 $15,459,972 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 post-effective Amendment No. 1 to the Registration Statement on Form S-1/A for File No. 333-179484 amends and restates in its entirety the Registration Statement previously filed for this file number.
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 351,363 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 |
Description | |
| 5.1 | Opinion of Davis Wright Tremaine LLP | |
| 23.1 | Consent of Davis Wright Tremaine LLP (included as part of Exhibit 5.1) | |
| 23.2 | Consent of KPMG LLP | |
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on February 13, 2012.
| 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 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 13, 2012 | ||
| /s/ David E. Hooston David E. Hooston |
Chief Financial Officer (Principal Financial and Accounting Officer) | February 13, 2012 | ||
| * David A. Ederer |
Director, Chairman of the Board | February 13, 2012 | ||
| * Brian P. Dempsey |
Director | February 13, 2012 | ||
| * Gerhardt Morrison |
Director | February 13, 2012 | ||
| * Janet L. Westling |
Director | February 13, 2012 | ||
| * Bruce W. Williams |
Director | February 13, 2012 | ||
| * Kathryn A. Williams |
Director | February 13, 2012 | ||
| * Marcia F. Williams |
Director | February 13, 2012 | ||
II-2
| Signature |
Title |
Date | ||
| * Wendy S. Williams |
Director | February 13, 2012 | ||
| * Karen M. Zimmerman |
Director | February 13, 2012 | ||
| * Steven W. Zimmerman |
Director | February 13, 2012 | ||
| * By: | /s/ Mark K. Mason | |
| Mark K. Mason, Attorney in Fact | ||
II-3
EXHIBIT INDEX
| Exhibit |
Description | |
| 5.1 | Opinion of Davis Wright Tremaine LLP | |
| 23.1 | Consent of Davis Wright Tremaine LLP (included as part of Exhibit 5.1) | |
| 23.2 | Consent of KPMG LLP | |