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<P align=center>UNITED STATES</P>
<P align=center>SECURITIES AND EXCHANGE COMMISSION</P></FONT>
<P align=center>Washington, D.C. 20549</P></B><FONT size=2>
<P align=justify></P></FONT><B><FONT size=5>
<P align=center>FORM S-8</P></FONT>
<P align=center>REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933</P></B><FONT size=2>
<P align=justify></P>
<P align=justify>&nbsp;</P></FONT><B><FONT size=6>
<P align=center>FIRST MUTUAL BANCSHARES, INC.</P></B></FONT><FONT size=2>
<P align=center>(Exact name of registrant as specified in its charter)</P>
<P align=justify></P></FONT>
<TABLE cellSpacing=0 cellPadding=7 width=686 border=0>

  <TR>
    <TD vAlign=top width="50%"><B><FONT size=2>
      <P align=center>Washington<BR></B>(State or other jurisdiction
      of<B><BR></B>Incorporation or organization)</FONT></P></TD>
    <TD vAlign=top width="50%"><B><FONT size=2>
      <P align=center>91-2005970<BR></B>(I.R.S.
      Employer<B><BR></B>Identification No.)</FONT></P></TD></TR>
  <TR>
    <TD vAlign=top width="50%"><B><FONT size=2>
      <P align=center>400 - 108th Avenue N.E.<BR>Bellevue,
      Washington<BR></B>(Address of Principal Executive Offices)</FONT></P></TD>
    <TD vAlign=top width="50%"><FONT size=2>
      <P align=center><BR><B>98004<BR></B>(Zip
Code)</FONT></P></TD></TR></TABLE><FONT size=2>
<P align=justify></P></FONT><B>
<P align=center>2005 Stock Option and Incentive Plan<FONT size=2><BR></B>(Full
title of the plan)</P>
<P align=justify></P></FONT>
<TABLE cellSpacing=0 cellPadding=7 width=686 border=0>

  <TR>
    <TD vAlign=top width="50%"><B><FONT size=2>
      <P align=center>Janine Berryman<BR>Corporate Secretary<BR>First Mutual
      Bancshares, Inc.<BR>400 - 108th Avenue, N.E.<BR>Bellevue,
      Washington 98004<BR></B>(Name and address of agent for
      service)<B><BR><BR>(425) 453-7300<BR></B>(Telephone number, including area
      code, of agent for service)</FONT></P></TD>
    <TD vAlign=top width="50%"><FONT size=2>
      <P align=center>With a copy to:<BR><BR>Robert J. Diercks<BR>Foster Pepper
      PLLC<BR>Suite 3400<BR>1111 Third Avenue<BR>Seattle, Washington
      98101<BR>(206) 447-8924</FONT></P></TD></TR></TABLE><FONT size=2>
<P align=justify></P><B>
<P align=center>CALCULATION OF REGISTRATION FEE</P></B>
<P align=justify></P></FONT>
<TABLE cellSpacing=3 cellPadding=7 width=686 border=1>

  <TR>
    <TD vAlign=bottom width="35%"><FONT size=1>
      <P align=center>Title of securities to be registered</FONT></P></TD>
    <TD vAlign=bottom width="16%"><FONT size=1>
      <P align=center>Amount to be registered<SUP>(1)</SUP></FONT></P></TD>
    <TD vAlign=bottom width="16%"><FONT size=1>
      <P align=center>Proposed maximum offering price per
      share<SUP>(2)</SUP></FONT></P></TD>
    <TD vAlign=bottom width="16%"><FONT size=1>
      <P align=center>Proposed maximum aggregate offering price</FONT></P></TD>
    <TD vAlign=bottom width="16%"><FONT size=1>
      <P align=center>Amount of registration fee</FONT></P></TD></TR>
  <TR>
    <TD vAlign=bottom width="35%"><FONT size=2>
      <P>Common Stock,<BR>$1.00 par value per share</FONT></P></TD>
    <TD vAlign=bottom width="16%"><FONT size=2>
      <P>722,392 shares<SUP>(1)</SUP></FONT></P></TD>
    <TD vAlign=bottom width="16%"><FONT size=2>
      <P>$ 26.77<SUP> (2)</SUP></FONT></P></TD>
    <TD vAlign=bottom width="16%"><FONT size=2>
      <P>$ 19,338,434<SUP>(3)</SUP></FONT></P></TD>
    <TD vAlign=bottom width="16%"><FONT size=2>
      <P>$504.29<SUP>(4)</SUP></FONT></P></TD></TR></TABLE><FONT size=2>
<P align=justify></P>
<DIR></FONT><SUP><FONT size=1>
<P align=justify>(1)</SUP> Represents 722,392 shares reserved for issuance
pursuant to Registrant's 2005 Stock Option and Incentive Plan. In addition,
pursuant to Rule&nbsp;416(a) under the Securities Act of 1933, as amended, this
Registration Statement also covers an indeterminate number of additional shares
which may be offered and issued as a result of any adjustments from stock
splits, stock dividends or similar events.</P><SUP>
<P align=justify>(2)</SUP> The offering price is estimated solely for the
purpose of calculating the amount of the registration fee in accordance with
Rule&nbsp;457(c) and (h) under the Securities Act of 1933, as amended. The price
per share and aggregate offering price are based upon the average of the bid and
ask price of the Registrant's common stock as reported on the Nasdaq National
Market for May 2, 2006.</P><SUP>
<P align=justify>(3)</SUP> Pursuant to Rule&nbsp;429(b) of the Securities Act of
1933, the shares include up to 546,336 shares reserved but unissued under the
Registrant's 2000 Stock Option and Incentive Plan that have been transferred to
the 2005 Stock Option and Incentive Plan and which were previously registered on
Form&nbsp;S-8 under Registration Statement No.&nbsp;333-40962.</P><SUP>
<P align=justify>(4)</SUP> The filing fee is based on the registration of
176,056 shares newly authorized under the 2005 Stock Option and Incentive Plan
and does not include the 546,336 shares previously registered pursuant to
Registration Statement No.&nbsp;333-40962 for which Registrant previously paid
the filing fees.</P></FONT><FONT size=2>
<P align=justify></P></DIR><B>

<P align=center>PART I</FONT><BR><BR><A name=_Toc121838680>Information Required
in the Section&nbsp;10(a) Prospectus</A></P></B><FONT size=2>
<P align=justify>First Mutual Bancshares, Inc. (the "Registrant") has sent or
given or will send or give documents containing the information specified by
Part&nbsp;I of the Form&nbsp;S-8 Registration Statement (the "Registration
Statement") to participants in the Plan to which this Registration Statement
relates, as specified in Rule&nbsp;428(b)(1) promulgated by the Securities and
Exchange Commission (the "SEC") under the Securities Act of 1933, as amended
(the "Securities Act"). The Registrant is not filing such documents with the
SEC, but these documents constitute (along with the documents incorporated by
reference into the Registration Statement pursuant to Item&nbsp;3 of
Part&nbsp;II hereof) a prospectus that meets the requirements of
Section&nbsp;10(a) of the Securities Act.</P><B>
<P align=center>PART II<BR></FONT><BR><A name=_Toc121838681>Information Required
in the Registration Statement</A></P></B><FONT size=2>
<P align=justify><A name=_Toc121838682>Item 3. <U>Incorporation of Documents by
Reference</U>.</A></P>
<P align=justify>The following documents filed by the Registrant with the SEC
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"), are
incorporated by reference:</P>
<DIR>
<DIR>
<P align=justify>(1) The Registrant's Annual Report on Form&nbsp;10-K for the
fiscal year ended December&nbsp;31, 2005, filed by the Registrant on
March&nbsp;10, 2006, as amended by Form&nbsp;10-K/A (filed by the Registrant on
March 31, 2006).</P>
<P align=justify>(2) The Registrant's Quarterly Reports on Form&nbsp;10-Q for
the quarterly periods ended March&nbsp;31, 2005 (filed by the Registrant on
May&nbsp;6, 2005), June&nbsp;30, 2005 (filed by the Registrant on August&nbsp;8,
2005), September&nbsp;30, 2005 (filed by the Registrant on November&nbsp;7,
2005), and March 31, 2006 (filed by the Registrant on May&nbsp;5, 2006);</P>
<P align=justify>(3) The Registrant's Current Reports on Form&nbsp;8-K filed
April&nbsp;28, 2005; May&nbsp;23, 2005; July&nbsp;27, 2005; October&nbsp;26,
2005; November&nbsp;3, 2005, November&nbsp;18, 2005, January 24, 2006; February
23, 2006, February&nbsp;27, 2006; and April 26, 2006;</P>
<P align=justify>(4) The description of the Registrant's Common Stock, $1.00 par
value per share contained in the Registrant's Current Report on Form 8-K filed
by the Registrant on July 7, 2000, and including all other amendments and
reports filed for the purpose of updating such description.</P></DIR></DIR>
<P align=justify>All documents filed by the Registrant pursuant to
Section&nbsp;13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which deregister all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents. Any statements contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein (or in any other subsequently
filed document which also is incorporated or deemed to be incorporated by
reference herein) modifies or supersedes such statement.</P>
<P align=justify><A name=_Toc121838683>Item 4. <U>Description of
Securities</U>.</A></P>
<P align=justify>Not applicable.</P>
<P align=justify><A name=_Toc121838684>Item 5. <U>Interests of Named Experts and
Counsel</U>.</A></P>
<P align=justify>Not applicable.</P>
<P align=justify></P>
<P align=center>-1-</P>
<P align=justify><A name=_Toc121838685></P>
<P align=justify>Item 6. <U>Indemnification of Directors and
Officers</U>.</A></P>
<P align=justify>Section&nbsp;23B.08.320 of the Washington Business Corporation
Act (the "Corporation Act") provides that the personal liability of directors to
a corporation or its shareholders may be eliminated by the articles of
incorporation of the corporation except in the case of certain acts or omissions
noted below. In Article&nbsp;X of its Amended and Restated Articles of
Incorporation, the Registrant has elected to eliminate the liability of
directors to the Registrant to the extent permitted by law. Thus, a director of
the Registrant is not personally liable to the Registrant or its shareholders
for monetary damages for conduct as a director, except for liability of the
director (i)&nbsp;for acts or omissions that involve intentional misconduct by
the director or a knowing violation of law by the director, (ii)&nbsp;for
conduct violating Section&nbsp;23B.08.310 of the Corporation Act, or
(iii)&nbsp;for any transaction from which the director will personally receive a
benefit in money, property or services to which the director is not legally
entitled. If Washington law is amended to authorize corporate action that
further eliminates or limits the liability of directors, then the liability of
Registrant's directors will be eliminated or limited to the fullest extent
permitted by Washington law, as so amended.</P>
<P align=justify>Sections&nbsp;23B.08.560 of the Corporation Act provides that
if authorized by (i)&nbsp;the articles of incorporation, (ii)&nbsp;a bylaw
adopted or ratified by the shareholders, or (iii)&nbsp;a resolution adopted or
ratified, before or after the event, by the shareholders, a corporation will
have the power to indemnify directors made party to a proceeding, or to obligate
itself to advance or reimburse expenses incurred in a proceeding, without regard
to the limitations on indemnification contained in Sections 23B.08.510 through
23B.08.550 of the Corporation Act, provided that no such indemnity shall
indemnify any director (i)&nbsp;for acts or omissions that involve intentional
misconduct by the director or a knowing violation of law by the director,
(ii)&nbsp;for conduct violating Section&nbsp;23B.08.310 of the Corporation Act,
or (iii)&nbsp;for any transaction from which the director will personally
receive a benefit in money, property or services to which the director is not
legally entitled. Sections&nbsp;23B.08.570 of the Corporation Act provides that
a corporation will have the power to indemnify officers of the corporation to
the same extent as a director.</P>
<P align=justify>Pursuant to Article&nbsp;XI of Registrant's Amended and
Restated Articles of Incorporation and Article&nbsp;V of Registrant's Bylaws,
Registrant shall, subject to certain exceptions, indemnify and defend its
directors and officers against any loss, liability or expense arising because
the director or officer is or was a director or officer, including without
limitation, liability under the Securities Act as long as the action was
authorized or reasonably believed to have been authorized by the Board of
Directors. Registrant will not indemnify a director or officer from or on
account of acts or omissions of such director or officer which are finally
adjudged to be intentional misconduct, knowing violation of the law or conduct
in violation of Section&nbsp;23B.08.310 of the Corporation Act, or on account of
any transaction with respect to which it is finally determined that such
director or officer received a benefit in money, property or services to which
the director or officer was not entitled. Indemnification is also subject to the
prohibited indemnification provisions of the FDIC Regulations, 12 CFR, Part
359.3. If Washington law is amended to authorize further indemnification of
directors and officers, then Registrant's directors and officers shall be
indemnified to the fullest extent permitted by Washington law, as so amended.
Also, pursuant to Article&nbsp;XI of the Amended and Restated Articles of
Incorporation and Article&nbsp;V of the Bylaws, directors and officers are
entitled to an advance for expenses provided that any director or officer
seeking such an advance deliver an undertaking to the Registrant undertaking to
repay all amounts advanced if it is ultimately determined that such director or
officer was not entitled to be indemnified. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors and
officers pursuant to the provisions described above, Registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.</P>
<P align=justify><A name=_Toc121838686>Item 7. <U>Exemption from Registration
Claimed</U>.</A></P>
<P align=justify>None.</P>
<P align=justify><A name=_Toc121838687>Item 8. <U>Exhibits</U>.</A></P>
<P align=justify>The Exhibits to this registration statement are listed in the
Index to Exhibits which immediately follows the signature pages below.</P>
<P align=center>-2-</P>
<P align=justify></P>
<P align=justify><A name=_Toc121838688></P>
<P align=justify>Item 9. <U>Undertakings</U>.</A></P>
<P align=justify>A. <U>The Registrant hereby undertakes</U>:</P>
<P align=justify>(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:</P>
<DIR>
<DIR>
<P align=justify>(i) To include any prospectus required by Section&nbsp;I0(a)(3)
of the Securities Act;</P>
<P align=justify>(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Securities and Exchange Commission pursuant to Rule&nbsp;424(b)
if, in the aggregate, the changes in volume and price represent no more than 20%
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and</P>
<P align=justify>(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration
Statement;</P></DIR></DIR><I>
<P align=justify>provided</I>, <I>however</I>, that paragraphs&nbsp;(a)(1)(i) and
(a)(1)(ii) above shall not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Securities and Exchange Commission by the
Registrant pursuant to Section&nbsp;13 or Section&nbsp;15(d) of the Exchange Act
that are incorporated by reference into this Registration Statement.</P>
<P align=justify>(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
<I>bona fide</I> offering thereof.</P>
<P align=justify>(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.</P>
<P align=justify>B. The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section&nbsp;13(a) or 15(d) of the
Exchange Act (and where applicable, each filing of an employee benefit plan's
annual report pursuant to Section&nbsp;15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
<I>bona fide</I> offering thereof.</P>
<P align=justify>C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.</P>
<P align=center>-3-</P>
<P align=justify></P><B>
<P align=center>SIGNATURES</P></B>
<P align=justify>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&nbsp;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 Bellevue, State of Washington, on this
5th&nbsp;day of May, 2006.</P>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<P>FIRST MUTUAL BANCSHARES, INC.</P>
<P>&nbsp;</P>
<DIR>
<DIR>
<P>By: /s/ John&nbsp;R. Valaas</P>
<P>John R. Valaas</P>
<P>President and Chief Executive Officer</P>
<P>&nbsp;</P></DIR></DIR></DIR></DIR></DIR></DIR></DIR></DIR></DIR></DIR></DIR></DIR></DIR></DIR>
<P align=justify>KNOW ALL MEN BY THESE PRESENTS, each person whose signature
appears below hereby constitutes and appoints John&nbsp;R. Valaas and
Roger&nbsp;A. Mandery, and each of them, his true and lawful attorneys-in fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place, and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and to file the same, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.</P>
<P align=justify>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 dates indicated.</P></FONT>
<TABLE cellSpacing=0 cellPadding=7 width=638 border=0>

  <TR>
    <TD vAlign=top width="33%"><U><FONT size=2>
      <P>Signature</U></FONT></P></TD>
    <TD vAlign=top width="38%"><U><FONT size=2>
      <P>Title</U></FONT></P></TD>
    <TD vAlign=top width="29%">
      <DIR><U><FONT size=2>
      <P>Date</P></DIR></U></FONT></TD></TR>
  <TR>
    <TD vAlign=top width="33%"><FONT size=2>
      <P>/s/ John R. Valaas</P>
      <P>John R. Valaas</FONT></P></TD>
    <TD vAlign=top width="38%"><FONT size=2>
      <P>President and Chief Executive Officer (Principal Executive
      Officer)</FONT></P></TD>
    <TD vAlign=top width="29%">
      <DIR><FONT size=2>
      <P>May 5, 2006</P></DIR></FONT></TD></TR>
  <TR>
    <TD vAlign=top width="33%"><FONT size=2>
      <P>/s/ Roger A. Mandery</P>
      <P>Roger A. Mandery</FONT></P></TD>
    <TD vAlign=top width="38%"><FONT size=2>
      <P>Chief Financial Officer (Principal Financial and Accounting
      Officer)</FONT></P></TD>
    <TD vAlign=top width="29%">
      <DIR><FONT size=2>
      <P>May 5, 2006</P></DIR></FONT></TD></TR>
  <TR>
    <TD vAlign=top width="33%"><FONT size=2>
      <P>/s/ F. Kemper Freeman, Jr.</P>
      <P>F. Kemper Freeman, Jr.</FONT></P></TD>
    <TD vAlign=top width="38%"><FONT size=2>
      <P>Director and Chairman of the Board</FONT></P></TD>
    <TD vAlign=top width="29%">
      <DIR><FONT size=2>
      <P>May 8, 2006</P></DIR></FONT></TD></TR>
  <TR>
    <TD vAlign=top width="33%"><FONT size=2>
      <P>/s/ Janine Florence</P>
      <P>Janine Florence</FONT></P></TD>
    <TD vAlign=top width="38%"><FONT size=2>
      <P align=justify>Director</FONT></P></TD>
    <TD vAlign=top width="29%">
      <DIR><FONT size=2>
      <P>May 8, 2006</P></DIR></FONT></TD></TR>
  <TR>
    <TD vAlign=top width="33%"><FONT size=2>
      <P>/s/ George S. Rowely, Jr.</P>
      <P>George S. Rowely, Jr.</FONT></P></TD>
    <TD vAlign=top width="38%"><FONT size=2>
      <P align=justify>Director</FONT></P></TD>
    <TD vAlign=top width="29%">
      <DIR><FONT size=2>
      <P>May __ , 2006</P></DIR></FONT></TD></TR>
  <TR>
    <TD vAlign=top width="33%"><FONT size=2>
      <P>/s/ Robert J. Herbold</P>
      <P>Robert J. Herbold</FONT></P></TD>
    <TD vAlign=top width="38%"><FONT size=2>
      <P align=justify>Director</FONT></P></TD>
    <TD vAlign=top width="29%">
      <DIR><FONT size=2>
      <P>May __, 2006</P></DIR></FONT></TD></TR>
  <TR>
    <TD vAlign=top width="33%"><FONT size=2>
      <P>/s/ Victor E. Parker</P>
      <P>Victor E. Parker</FONT></P></TD>
    <TD vAlign=top width="38%"><FONT size=2>
      <P align=justify>Director</FONT></P></TD>
    <TD vAlign=top width="29%">
      <DIR><FONT size=2>
      <P>May __, 2006</P></DIR></FONT></TD></TR>
  <TR>
    <TD vAlign=top width="33%"><FONT size=2>
      <P>/s/ James J. Doud, Jr.</P>
      <P>James J. Doud, Jr.</FONT></P></TD>
    <TD vAlign=top width="38%"><FONT size=2>
      <P align=justify>Director</FONT></P></TD>
    <TD vAlign=top width="29%">
      <DIR><FONT size=2>
      <P>May 8, 2006</P></DIR></FONT></TD></TR>
  <TR>
    <TD vAlign=top width="33%"><FONT size=2>
      <P>/s/ Richard S. Sprague</P>
      <P>Richard S. Sprague</FONT></P></TD>
    <TD vAlign=top width="38%"><FONT size=2>
      <P align=justify>Director</FONT></P></TD>
    <TD vAlign=top width="29%">
      <DIR><FONT size=2>
      <P>May __, 2006</P></DIR></FONT></TD></TR></TABLE>
<P align=center>-4-</P>
<TABLE cellSpacing=0 cellPadding=7 width=638 border=0>

  <TR>
    <TD vAlign=top width="33%"><U><FONT size=2>
      <P>Signature</U></FONT></P></TD>
    <TD vAlign=top width="38%"><U><FONT size=2>
      <P>Title</U></FONT></P></TD>
    <TD vAlign=top width="29%">
      <DIR><U><FONT size=2>
      <P>Date</P></DIR></U></FONT></TD></TR>
  <TR>
    <TD vAlign=top width="33%"><FONT size=2>
      <P>/s/ Robert C. Wallace</P>
      <P>Robert C. Wallace</FONT></P></TD>
    <TD vAlign=top width="38%"><FONT size=2>
      <P align=justify>Director</FONT></P></TD>
    <TD vAlign=top width="29%">
      <DIR><FONT size=2>
      <P>May 8, 2006</P></DIR></FONT></TD></TR>
  <TR>
    <TD vAlign=top width="33%"><FONT size=2>
      <P>/s/ Mary Case Dunnam</P>
      <P>Mary Case Dunnam</FONT></P></TD>
    <TD vAlign=top width="38%"><FONT size=2>
      <P align=justify>Director</FONT></P></TD>
    <TD vAlign=top width="29%">
      <DIR><FONT size=2>
      <P>May 8, 2006</P></DIR></FONT></TD></TR></TABLE><FONT size=2>
<P align=justify></P></FONT>
<P align=center>-5-</P>
<P align=center>EXHIBIT INDEX</P>
<DIR>
<DIR><FONT size=2>
<P align=justify>4.1 First Mutual Bancshares, Inc. 2005 Stock Option and
Incentive Plan (incorporated by reference to Exhibit&nbsp;99 to the Company's
Current Report on Form&nbsp;8-K filed with the SEC on May&nbsp;23, 2005 (File
No.&nbsp;000-28261)).</P>
<P align=justify>4.2 Amended &amp; Restated Articles of Incorporation of First
Mutual Bancshares, Inc. (incorporated by reference to Exhibit&nbsp;3.1 to the
Company's Quarterly Report on Form&nbsp;10-Q/A filed with the SEC on
August&nbsp;8, 2005 (File No.&nbsp;000-28261)).</P>
<P align=justify>4.3 Bylaws, as amended and restated, of First Mutual
Bancshares, Inc. (incorporated by reference to Exhibit&nbsp;3.3 to the Company's
Quarterly Report on Form&nbsp;10-Q filed with the SEC on August&nbsp;13, 2004
(File No.&nbsp;000-28261)).</P>
<P align=justify>5.1 Opinion of Foster Pepper&nbsp;&amp; Shefelman PLLC.</P>
<P align=justify>23.1 Consent of Moss Adams LLP.</P>
<P align=justify>23.2 Consent of Foster Pepper&nbsp;&amp; Shefelman PLLC
(included in Exhibit 5.1).</P>
<P align=justify>24.1 Power of Attorney (set forth on the signature pages to the
Registration Statement).</P>
<P align=justify></P></DIR></DIR></FONT>
<P align=center>-6-</P></BODY></HTML>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
FIRST MUTUAL BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Washington
(State or other jurisdiction
      of
Incorporation or organization)
91-2005970
(I.R.S.
      Employer
Identification No.)
400 - 108th Avenue N.E.
Bellevue,
      Washington
(Address of Principal Executive Offices)
98004
(Zip
Code)
2005 Stock Option and Incentive Plan
(Full
title of the plan)
Janine Berryman
Corporate Secretary
First Mutual
      Bancshares, Inc.
400 - 108th Avenue, N.E.
Bellevue,
      Washington 98004
(Name and address of agent for
      service)
(425) 453-7300
(Telephone number, including area
      code, of agent for service)
With a copy to:
Robert J. Diercks
Foster Pepper
      PLLC
Suite 3400
1111 Third Avenue
Seattle, Washington
      98101
(206) 447-8924
CALCULATION OF REGISTRATION FEE
Title of securities to be registered
Amount to be registered
(1)
Proposed maximum offering price per
      share
(2)
Proposed maximum aggregate offering price
Amount of registration fee
Common Stock,
$1.00 par value per share
722,392 shares
(1)
$ 26.77
(2)
$ 19,338,434
(3)
$504.29
(4)
(1) Represents 722,392 shares reserved for issuance
pursuant to Registrant's 2005 Stock Option and Incentive Plan. In addition,
pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this
Registration Statement also covers an indeterminate number of additional shares
which may be offered and issued as a result of any adjustments from stock
splits, stock dividends or similar events.
(2) The offering price is estimated solely for the
purpose of calculating the amount of the registration fee in accordance with
Rule 457(c) and (h) under the Securities Act of 1933, as amended. The price
per share and aggregate offering price are based upon the average of the bid and
ask price of the Registrant's common stock as reported on the Nasdaq National
Market for May 2, 2006.
(3) Pursuant to Rule 429(b) of the Securities Act of
1933, the shares include up to 546,336 shares reserved but unissued under the
Registrant's 2000 Stock Option and Incentive Plan that have been transferred to
the 2005 Stock Option and Incentive Plan and which were previously registered on
Form S-8 under Registration Statement No. 333-40962.
(4) The filing fee is based on the registration of
176,056 shares newly authorized under the 2005 Stock Option and Incentive Plan
and does not include the 546,336 shares previously registered pursuant to
Registration Statement No. 333-40962 for which Registrant previously paid
the filing fees.
PART I
Information Required
in the Section 10(a) Prospectus
First Mutual Bancshares, Inc. (the "Registrant") has sent or
given or will send or give documents containing the information specified by
Part I of the Form S-8 Registration Statement (the "Registration
Statement") to participants in the Plan to which this Registration Statement
relates, as specified in Rule 428(b)(1) promulgated by the Securities and
Exchange Commission (the "SEC") under the Securities Act of 1933, as amended
(the "Securities Act"). The Registrant is not filing such documents with the
SEC, but these documents constitute (along with the documents incorporated by
reference into the Registration Statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
PART II
Information Required
in the Registration Statement
Item 3.
Incorporation of Documents by
Reference
.
The following documents filed by the Registrant with the SEC
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"), are
incorporated by reference:
(1) The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2005, filed by the Registrant on
March 10, 2006, as amended by Form 10-K/A (filed by the Registrant on
March 31, 2006).
(2) The Registrant's Quarterly Reports on Form 10-Q for
the quarterly periods ended March 31, 2005 (filed by the Registrant on
May 6, 2005), June 30, 2005 (filed by the Registrant on August 8,
2005), September 30, 2005 (filed by the Registrant on November 7,
2005), and March 31, 2006 (filed by the Registrant on May 5, 2006);
(3) The Registrant's Current Reports on Form 8-K filed
April 28, 2005; May 23, 2005; July 27, 2005; October 26,
2005; November 3, 2005, November 18, 2005, January 24, 2006; February
23, 2006, February 27, 2006; and April 26, 2006;
(4) The description of the Registrant's Common Stock, $1.00 par
value per share contained in the Registrant's Current Report on Form 8-K filed
by the Registrant on July 7, 2000, and including all other amendments and
reports filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which deregister all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents. Any statements contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein (or in any other subsequently
filed document which also is incorporated or deemed to be incorporated by
reference herein) modifies or supersedes such statement.
Item 4.
Description of
Securities
.
Not applicable.
Item 5.
Interests of Named Experts and
Counsel
.
Not applicable.
-1-
Item 6.
Indemnification of Directors and
Officers
.
Section 23B.08.320 of the Washington Business Corporation
Act (the "Corporation Act") provides that the personal liability of directors to
a corporation or its shareholders may be eliminated by the articles of
incorporation of the corporation except in the case of certain acts or omissions
noted below. In Article X of its Amended and Restated Articles of
Incorporation, the Registrant has elected to eliminate the liability of
directors to the Registrant to the extent permitted by law. Thus, a director of
the Registrant is not personally liable to the Registrant or its shareholders
for monetary damages for conduct as a director, except for liability of the
director (i) for acts or omissions that involve intentional misconduct by
the director or a knowing violation of law by the director, (ii) for
conduct violating Section 23B.08.310 of the Corporation Act, or
(iii) for any transaction from which the director will personally receive a
benefit in money, property or services to which the director is not legally
entitled. If Washington law is amended to authorize corporate action that
further eliminates or limits the liability of directors, then the liability of
Registrant's directors will be eliminated or limited to the fullest extent
permitted by Washington law, as so amended.
Sections 23B.08.560 of the Corporation Act provides that
if authorized by (i) the articles of incorporation, (ii) a bylaw
adopted or ratified by the shareholders, or (iii) a resolution adopted or
ratified, before or after the event, by the shareholders, a corporation will
have the power to indemnify directors made party to a proceeding, or to obligate
itself to advance or reimburse expenses incurred in a proceeding, without regard
to the limitations on indemnification contained in Sections 23B.08.510 through
23B.08.550 of the Corporation Act, provided that no such indemnity shall
indemnify any director (i) for acts or omissions that involve intentional
misconduct by the director or a knowing violation of law by the director,
(ii) for conduct violating Section 23B.08.310 of the Corporation Act,
or (iii) for any transaction from which the director will personally
receive a benefit in money, property or services to which the director is not
legally entitled. Sections 23B.08.570 of the Corporation Act provides that
a corporation will have the power to indemnify officers of the corporation to
the same extent as a director.
Pursuant to Article XI of Registrant's Amended and
Restated Articles of Incorporation and Article V of Registrant's Bylaws,
Registrant shall, subject to certain exceptions, indemnify and defend its
directors and officers against any loss, liability or expense arising because
the director or officer is or was a director or officer, including without
limitation, liability under the Securities Act as long as the action was
authorized or reasonably believed to have been authorized by the Board of
Directors. Registrant will not indemnify a director or officer from or on
account of acts or omissions of such director or officer which are finally
adjudged to be intentional misconduct, knowing violation of the law or conduct
in violation of Section 23B.08.310 of the Corporation Act, or on account of
any transaction with respect to which it is finally determined that such
director or officer received a benefit in money, property or services to which
the director or officer was not entitled. Indemnification is also subject to the
prohibited indemnification provisions of the FDIC Regulations, 12 CFR, Part
359.3. If Washington law is amended to authorize further indemnification of
directors and officers, then Registrant's directors and officers shall be
indemnified to the fullest extent permitted by Washington law, as so amended.
Also, pursuant to Article XI of the Amended and Restated Articles of
Incorporation and Article V of the Bylaws, directors and officers are
entitled to an advance for expenses provided that any director or officer
seeking such an advance deliver an undertaking to the Registrant undertaking to
repay all amounts advanced if it is ultimately determined that such director or
officer was not entitled to be indemnified. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors and
officers pursuant to the provisions described above, Registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
Item 7.
Exemption from Registration
Claimed
.
None.
Item 8.
Exhibits
.
The Exhibits to this registration statement are listed in the
Index to Exhibits which immediately follows the signature pages below.
-2-
Item 9.
Undertakings
.
A.
The Registrant hereby undertakes
:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section I0(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Securities and Exchange Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than 20%
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration
Statement;
provided
,
however
, that paragraphs (a)(1)(i) and
(a)(1)(ii) above shall not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Securities and Exchange Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference into this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
-3-
SIGNATURES
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 Bellevue, State of Washington, on this
5th day of May, 2006.
FIRST MUTUAL BANCSHARES, INC.
By: /s/ John R. Valaas
John R. Valaas
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, each person whose signature
appears below hereby constitutes and appoints John R. Valaas and
Roger A. Mandery, and each of them, his true and lawful attorneys-in fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place, and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and to file the same, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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 dates indicated.
Signature
Title
Date
/s/ John R. Valaas
John R. Valaas
President and Chief Executive Officer (Principal Executive
      Officer)
May 5, 2006
/s/ Roger A. Mandery
Roger A. Mandery
Chief Financial Officer (Principal Financial and Accounting
      Officer)
May 5, 2006
/s/ F. Kemper Freeman, Jr.
F. Kemper Freeman, Jr.
Director and Chairman of the Board
May 8, 2006
/s/ Janine Florence
Janine Florence
Director
May 8, 2006
/s/ George S. Rowely, Jr.
George S. Rowely, Jr.
Director
May __ , 2006
/s/ Robert J. Herbold
Robert J. Herbold
Director
May __, 2006
/s/ Victor E. Parker
Victor E. Parker
Director
May __, 2006
/s/ James J. Doud, Jr.
James J. Doud, Jr.
Director
May 8, 2006
/s/ Richard S. Sprague
Richard S. Sprague
Director
May __, 2006
-4-
Signature
Title
Date
/s/ Robert C. Wallace
Robert C. Wallace
Director
May 8, 2006
/s/ Mary Case Dunnam
Mary Case Dunnam
Director
May 8, 2006
-5-
EXHIBIT INDEX
4.1 First Mutual Bancshares, Inc. 2005 Stock Option and
Incentive Plan (incorporated by reference to Exhibit 99 to the Company's
Current Report on Form 8-K filed with the SEC on May 23, 2005 (File
No. 000-28261)).
4.2 Amended & Restated Articles of Incorporation of First
Mutual Bancshares, Inc. (incorporated by reference to Exhibit 3.1 to the
Company's Quarterly Report on Form 10-Q/A filed with the SEC on
August 8, 2005 (File No. 000-28261)).
4.3 Bylaws, as amended and restated, of First Mutual
Bancshares, Inc. (incorporated by reference to Exhibit 3.3 to the Company's
Quarterly Report on Form 10-Q filed with the SEC on August 13, 2004
(File No. 000-28261)).
5.1 Opinion of Foster Pepper & Shefelman PLLC.
23.1 Consent of Moss Adams LLP.
23.2 Consent of Foster Pepper & Shefelman PLLC
(included in Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature pages to the
Registration Statement).
-6-