Post-effective Amendment to an S-8 Filing (s-8 Pos)

Registration No. 333-113224

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

          

 

POST-EFFECTIVE AMENDMENT NO. 1

to

FORM S-8

 

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

          

 

PACIFIC FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

Washington (State of incorporation)		91-1815009 (IRS Employer Identification No.)
1101 S. Boone Street Aberdeen, Washington (Address of principal executive offices)		98520-5244 (Zip Code)

 

 

 

OPTIONS ISSUED UPON CONVERSION OF STOCK OPTIONS OF BNW BANCORP, INC.

(Full title of the plan)

 

Douglas N. Biddle

Executive Vice President and Chief Financial Officer

Pacific Financial Corporation

1101 S. Boone Street

Aberdeen, Washington 98520-5244

Telephone [phone]

(Name, address, and telephone number of agent for service)

 

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. Check one:

	Large accelerated filer  ¨	Accelerated filer  ¨
	Non-accelerated filer  ¨ (Do not check if a smaller reporting company)	Smaller reporting company  x

 

 

DEREGISTRATION

 

 

DEREGISTRATION

 

The total number of shares of common stock, par value $1.00 per share, of Pacific Financial Corporation registered pursuant hereto for issuance under the Options Issued Upon Conversion of Stock Options of BNW Bancorp, Inc. is 64,560 shares. The Registration Statement is hereby amended to remove from registration all shares that have not yet been issued.

 

 

PART II

 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

Item 8       Exhibits

 

See "Exhibit Index" immediately following the signature page below.

 

 

SIGNATURES

 

The Registrant.

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Aberdeen, state of Washington, on March 25, 2015.

 

			PACIFIC FINANCIAL CORPORATION (Registrant)
			By	/s/ Douglas N. Biddle
				Douglas N. Biddle Executive Vice President and Chief    Financial Officer

 

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of March 25, 2015.

 

 

Signature			Title
Principal Executive Officer and Director: *DENNIS A. LONG			President and Chief Executive Officer and Director
Principal Financial and Accounting Officer:   /s/ Douglas N. Biddle			Executive Vice President and Chief
Douglas N. Biddle			Financial Officer
A Majority of the Board of Directors:
*GARY C. FORCUM			Director (Chairman of the Board)
*DWAYNE M. CARTER			Director
*SUSAN C. FREESE			Director
*EDWIN KETEL			Director
*DENNIS A. LONG			Director
*DENISE PORTMANN			Director
*RANDY W. ROGNLIN			Director
*DOUGLAS M. SCHERMER			Director
*DANIEL TUPPER			Director
*By:	/s/ Denise Portmann
	Denise Portmann, as attorney-in-fact

 

 

INDEX TO EXHIBITS

 

24

Power of Attorney of certain officers and directors.

 

 

 

EXHIBIT 24

 

POWER OF ATTORNEY

 

Each person whose signature appears below designates and appoints DENISE PORTMANN and DOUGLAS N. BIDDLE, and each of them, his or her true and lawful attorneys-in-fact and agents to sign post-effective amendments to currently effective registration statements on Forms S-8 filed by Pacific Financial Corporation, with the Securities and Exchange Commission under the Securities Act of 1933, as amended, in order to remove from registration shares not yet sold under registration statements. Each person signing below also grants full power and authority to these attorneys-in-fact and agents to take any action and execute any instruments that they deem necessary or desirable in connection with the preparation and filing of the post-effective amendments to the registration statements, as fully as he or she could do in person, hereby ratifying and confirming all that such attorneys-in-fact may lawfully do or cause to be done.

 

IN WITNESS WHEREOF, this power of attorney has been executed by each of the undersigned as of the 24^th day of March, 2015.

 

Signature		Title
/s/ Dennis A. Long		President, Chief Executive Officer and Director
Dennis A. Long
		Executive Vice President and Chief Financial Officer
Douglas N. Biddle
/s/ Gary C. Forcum		Director, Chairman of the Board
Gary C. Forcum
/s/ Dwayne M. Carter		Director
Dwayne M. Carter
/s/ Susan C. Freese		Director
Susan C. Freese
		Director
Kristi Gundersen
/s/ Edwin Ketel		Director
Edwin Ketel
/s/ Denise Portmann		Director
Denise Portmann
/s/ Randy W. Rognlin		Director
Randy W. Rognlin
		Director
Randy Rust
/s/ Douglas M. Schermer		Director
Douglas M. Schermer
/s/ Daniel Tupper		Director
Daniel Tupper
		Director
John Van Dijk