Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 28, 2006

HERITAGE FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

WASHINGTON   0-29480   91-1857900
(State or other jurisdiction of
incorporation)
  (Commission File
Number)
  IRS Employer
Identification No.

 

201 Fifth Avenue S.W.

Olympia WA

  98501
(Address of principal executive officers)   (Zip Code)

Registrant’s telephone number, including area code: (360) 943-1500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



ITEM 5.02 – DEPARTURE OF PRINCIPAL OFFICER; APPOINTMENT OF PRINCIPAL OFFICER

The following information is furnished pursuant to Item 5.02 “Appointment of Principal Officer”.

Donald V. Rhodes, Chairman and Chief Executive Officer of Heritage Financial Corporation (“Heritage”) today announced the resignation of Paul K. Huntsman, Senior Vice-President and Chief Financial Officer of Heritage, Heritage Bank and Central Valley Bank effective June 27, 2006. Additionally, Mr. Rhodes announced that Edward D. Cameron has resumed his Chief Financial Officer responsibilities of Heritage Financial Corporation and Heritage Bank.

 

ITEM 7.01 – REGULATION FD DISCLOSURE

The following information is furnished pursuant to Item 7.01 “Regulation FD Disclosure”.

Donald V. Rhodes, Chairman and Chief Executive Officer of Heritage Financial Corporation (“Heritage”) today announced the resignation of Paul K. Huntsman, Senior Vice-President and Chief Financial Officer of Heritage, Heritage Bank and Central Valley Bank effective June 27, 2006. Additionally, Mr. Rhodes announced that Edward D. Cameron has resumed his Chief Financial Officer responsibilities of Heritage Financial Corporation and Heritage Bank. A copy of the news release is attached to this filing as Exhibit 99.

All information in the press release, appearing in Exhibit 99, is not filed but is furnished pursuant to Regulation FD.

 

ITEM 9.01 – FINANCIAL STATEMENTS AND EXHIBITS

 

  (a) Financial statements

– not applicable

 

  (b) Pro forma financial information

– not applicable

 

  (c) Shell Company Transactions - none

 

  (d) Exhibits:

The following exhibits are being furnished herewith and this list shall constitute the exhibit index:

 

99    News Release issued by Heritage, dated June 28, 2006


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 30, 2006

 

HERITAGE FINANCIAL CORPORATION

By:

  /S/    DONALD V. RHODES        
  Donald V. Rhodes
  Chairman and Chief Executive Officer

 

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