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 (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) 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 Godfrey B. Evans John C. Grosvenor
Donna M. Cochener HomeStreet, Inc. Matthew S. O’Loughlin
Davis Wright Tremaine LLP 601 Union Street, Suite 2000 Manatt, Phelps & Phillips, LLP
1201 Third Avenue, Suite 2200 Seattle, WA 98101 695 Town Center Drive, 14 th Floor
Seattle, WA 98101 (206) 623-3050 Costa Mesa, CA 92626
(206) 622-3150 (206) 389-7703 – Facsimile (714) 371-2500
(206) 757-7700 – Facsimile (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. (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 Smaller reporting company
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Offering Price Aggregate Offering Amount of
Securities to be Registered Registered(1) Per Share Price 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 President and Chief Executive Officer February 10, 2012
Mark K. Mason (Principal Executive Officer)
/s/ David E. Hooston Chief Financial Officer (Principal Financial and February 10, 2012
David E. Hooston Accounting Officer)
* Director, Chairman of the Board February 10, 2012
David A. Ederer
* Director 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
II-2
Signature Title Date
* Director February 10, 2012
Wendy S. Williams
* Director February 10, 2012
Karen M. Zimmerman
* Director February 10, 2012
Steven W. Zimmerman
* 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.
Exhibit 5.1
February 10, 2012
Board of Directors
HomeStreet, Inc.
Two Union Square Suite 2000
600 Union Street
Seattle, Washington 98201
Re: Registration Statement on Form S-1
SEC File No. 333-173980
Ladies and Gentlemen:
As counsel for HomeStreet, Inc., a Washington corporation (the “Company”), and at your request, we are rendering this opinion in
connection with a proposed offering by the Company of shares of its common stock, no par value, including shares issuable upon exercise of
the underwriters’ over-allotment option granted by the Company (all such shares, the “Shares”) having up to an aggregate maximum offering
price of $91,999,952, each such transaction pursuant to the above-referenced Registration Statement on Form S-1 (the “ Registration Statement
”).
In that connection, we have reviewed originals or copies identified to our satisfaction of the following documents:
(a) Registration Statement;
(b) The Amended and Restated Articles of Incorporation, the Amended and Restated Bylaws and the Second Amended and Restated
Bylaws, which will be effective upon the closing of the proposed offering) of the Company; and
(c) Originals or copies of such other corporate records of the Company and actions of its board of directors, certificates of public
officials and of officers of the Company and agreements and other documents as we have deemed necessary as a basis for the
opinions expressed below.
In our review we have assumed:
(i) The genuineness of all signatures;
(ii) The authenticity of the originals of the documents submitted to us;
(iii) The conformity to authentic originals of any documents submitted to us as copies; and
(iv) As to matters of fact, the truthfulness of the representations made in certificates of public officials and officers of the Company.
We have not independently established the validity of the foregoing assumptions.
Our opinion set forth below is limited to the Washington Business Corporation Act as in effect as of the date of this letter, and we do not
express or purport to express any opinion herein concerning any other law.
Based on the foregoing and upon such other investigation as we have deemed necessary and subject to the qualifications set forth herein,
we are of the opinion that the Shares have been duly authorized and, when issued and sold in the manner and under the terms described in the
Registration Statement, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and any amendment thereto and to the use of
our name under the heading “Validity of Common Stock” in the Registration Statement, including the prospectus constituting a part thereof, as
originally filed and as subsequently amended or supplemented. In giving such consent, we do not thereby admit that we are in the category of
persons whose consents are required under Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
Davis Wright Tremaine LLP
/s/ Davis Wright Tremaine LLP
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
HomeStreet, Inc. and subsidiaries:
We consent to the incorporation by reference in this Registration Statement on Form S-1 filed pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, the reference to our firm under the heading “Experts” and our reports dated April 29, 2011 with respect to the
consolidated financial statements and Schedule of HomeStreet, Inc. in the Registration Statement (Form S-1 No. 333-173980) and related
prospectus of HomeStreet, Inc. for the registration of shares of its common stock.
Our audit report dated April 29, 2011 contains an explanatory paragraph that states on May 18, 2009, the Company entered into a Stipulation
and Consent to the Issuance of an Order to Cease and Desist with the Office of Thrift Supervision and on May 8, 2009, the Company’s banking
subsidiary (the Bank) entered into a Stipulation and Consent to the Issuance of an Order to Cease and Desist (the Bank Order) with the Federal
Deposit Insurance Corporation and the Washington Department of Financial Institutions. The Bank Order restricts certain operations and
required the Bank to, among other things, achieve specified regulatory capital ratios. The Bank failed to achieve the required regulatory capital
ratios in the time period required and is, therefore, not in compliance with the Bank Order. The failure of the Bank to comply with the Bank
Order and the possibility of additional regulatory restrictions and actions, including placing the Bank in receivership, raises substantial doubt
about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/ KPMG LLP
Seattle, Washington
February 10, 2012