As filed with the Securities and Exchange Commission on January 28, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Washington Federal, Inc.
(Exact name of registrant as specified in its charter)
|
|
|
Washington
|
|
91-1661606
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
425 Pike Street
Seattle, Washington 98101
(206) 624-7930
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Justin Monroe, Esq.
Counsel
Washington
Federal, Inc.
425 Pike Street
Seattle, Washington 98101
(206) 624-7930
(Name and address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Samir A. Gandhi, Esq.
Robert A. Ryan, Esq.
Sidley Austin LLP
787
Seventh Avenue
New York, NY 10019
(212) 839-5300
Approximate
date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.
If the
only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
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, other than securities offered only in connection with dividend or interest reinvestment plans, 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, 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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting
company, and emerging growth company in Rule 12b-2 of the Exchange Act. (Check one):
|
|
|
|
|
|
|
Large accelerated filer
|
|
☒
|
|
Accelerated filer
|
|
☐
|
|
|
|
|
Non-accelerated filer
|
|
☐
|
|
Smaller reporting company
|
|
☐
|
|
|
|
|
|
|
|
|
Emerging growth company
|
|
☐
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
CALCULATION OF REGISTRATION FEE
|
|
|
|
|
|
|
|
|
|
Title of Each Class of
Securities to be Registered(1)(2)
|
|
Amount
to be
Registered(1)
|
|
Proposed
Maximum
Offering
Price
Per Unit(1)
|
|
Proposed
Maximum
Aggregate
Offering Price(1)
|
|
Amount of
Registration Fee(1)
|
Preferred Stock
|
|
|
|
|
|
|
|
|
Depositary
Shares(3)
|
|
|
|
|
|
|
|
|
|
|
(1)
|
An indeterminate aggregate initial offering price and number or amount of the securities of each identified
class is being registered as may from time to time be sold at indeterminate prices. Separate consideration may or may not be received for securities that are issuable upon conversion of, or in exchange for, or upon exercise of, convertible or
exchangeable securities. In reliance on and in accordance with Rules 456(b) and 457(r), Washington Federal, Inc. (the Registrant) is deferring payment of all of the registration fee.
|
(2)
|
The securities registered under this registration statement may be sold separately or together.
|
(3)
|
Depositary shares will be evidenced by depositary receipts issued pursuant to a deposit agreement. In the
event the Registrant elects to offer to the public fractional interests in shares of preferred stock registered under this registration statement, depositary receipts will be distributed to those persons purchasing such fractional interests and the
shares of preferred stock will be issued to the depositary under the applicable deposit agreement.
|