k63010.htm
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
Exchange Act of 1934
Date of
Report (Date of Earliest Event Reported): June 30, 2010
Banner
Corporation
(Exact
name of registrant as specified in its charter)
|
Washington
|
0-26584 |
91-1691604
|
| (State or other
jurisdiction |
(Commission
File |
(I.R.S.
Employer |
| of
incorporation) |
Number) |
Identification
No.) |
10
S. First Avenue
Walla
Walla, Washington 99362
(Address
of principal executive offices and zip code)
(509)
527-3636
(Registrant’s
telephone number, including area code)
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
7.01 Regulation FD Disclosure
On June 30, 2010, Banner Corporation
(the “Company”) announced the completion of its
previously announced offering of 75,000,000 shares of the Company’s common stock
and the sale of an additional 3,500,000 shares pursuant to the partial exercise
of the underwriters’ over-allotment option, at a price to the public of $2.00
per share. The net proceeds to the Company of the shares issued on
June 30, 2010, after deducting underwriting discounts and commissions and
estimated offering expenses, are expected to be approximately $148.4
million. The underwriters have the right to purchase up to 7,750,000
shares of common stock, which represents the shares subject to the unexercised
portion of the over-allotment option, at any time before July 23,
2010. D.A. Davidson & Co. is serving as sole book-running manager
of the offering, and Sandler O’Neill + Partners, L.P. and McAdams Wright Ragen,
Inc. are serving as co-managers.
A copy of
the press release is furnished as Exhibit 99.1 to this Form 8-K and incorporated
herein by reference.
In
accordance with General Instruction B.2. of Form 8-K, the information in
Item 7.01 and the press release shall not be deemed “filed” for purposes of
Section 18 of the Securities Act of 1934, as amended, or otherwise subject
to the liabilities of that section, nor shall such information and exhibit be
deemed incorporated by reference into any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Press Release of Banner Corporation dated June 30,
2010
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, hereunto duly
authorized.
| |
BANNER
CORPORATION |
| |
|
| |
|
| Date: June 30,
2010 |
By: /s/Lloyd W.
Baker
|
| |
Lloyd W. Baker |
| |
Executive Vice President and Chief
Financial
Officer
|