Registration Statement on Form S-1MEF

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.

 

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 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.