k7210.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): July 2, 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 July 2,
2010, Banner Corporation (the “Company”) announced that the underwriters of the
Company’s recent public offering of common stock have exercised their
over-allotment option for an additional 7,139,000 shares, at a price to the
public of $2.00 per share. Together with the 78,500,000 shares the
Company issued on June 30, 2010 (including 3,500,000 shares issued pursuant to
the underwriters’ initial exercise of their over-allotment option), the Company
has issued a total of 85,639,000 shares in the offering, resulting in estimated
net proceeds, after deducting underwriting discounts and commissions and
estimated offering expenses, of approximately $162.0 million. The
Company and the underwriters have agreed that there will be no further exercise
of the over-allotment option. In total, the underwriters purchased 10,639,000
shares of the 11,250,000 shares available under the over-allotment
option.
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 (the “Exchange Act”),
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 July 2, 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: July
2, 2010 |
By:
/s/Albert H.
Marshall
|
| |
Albert H. Marshall |
| |
Senior Vice President and Secretary |
| |
|