S-8


    
As filed with the Securities and Exchange Commission on October 30, 2014

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
___________
FORM S‑8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________
WESTERN ALLIANCE BANCORPORATION
(Exact name of registrant as specified in its charter)
___________
Delaware
 
88-0365922
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
___________
One E. Washington St., Suite 1400
Phoenix, Arizona 85004
(Address of Principal Executive Offices) (Zip Code)
___________
WESTERN ALLIANCE BANCORPORATION 2005 STOCK INCENTIVE PLAN
(Full title of the plan)
___________

Robert Sarver
Chief Executive Officer
Western Alliance Bancorporation
One E. Washington St., Suite 1400
Phoenix, Arizona 85004
(602)-389-3500
(Name, address telephone number, including area code, of agent for service)
___________________________________________
With a copy to:
Steven D. Pidgeon
DLA Piper LLP (US)
2525 East Camelback Road, Suite 1000
Phoenix, Arizona 85016
(480) 606-5100
___________________________________

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
 
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Accelerated filer
 
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Non-accelerated filer
 
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Smaller reporting company
 
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CALCULATION OF REGISTRATION FEE

Title of securities to be registered
Amount to be registered (1)
Proposed maximum offering price per share (3)
Proposed maximum aggregate offering price (3)
Amount of registration fee (3)
Common Stock, par value $0.0001 per share
2,000,000 (2)
$24.64
$49,280,000
$5,726.34

(1)    The shares of Common Stock, par value $0.0001 per share (“Common Stock”), of Western Alliance Bancorporation (the “Registrant”) set forth in the Calculation of Registration Fee table and which may be offered pursuant to this Registration Statement include, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), such additional number of shares of the Registrant’s Common Stock as may be issuable as a result of any stock splits, stock dividends or similar events.

(2)     This Registration Statement covers 2,000,000 additional shares of Common Stock of the Registrant available for issuance under the Registrant’s 2005 Stock Incentive Plan, as amended.

(3)    Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act. The proposed maximum offering price per share, proposed maximum aggregate offering price and the amount of the registration fee are based on the average of the high and low prices of the Registrant’s shares of Common Stock on October 27, 2014, which prices were $24.97 and $24.31, respectively.

This Registration Statement shall hereafter become effective in accordance with Rule 462 promulgated under the Securities Act.




EXPLANATORY NOTE
 
The purpose of this Registration Statement on Form S-8 is to register an additional 2,000,000 shares of Common Stock, par value $0.0001 per share, for issuance pursuant to the Western Alliance Bancorporation 2005 Stock Incentive Plan, as amended.  In accordance with General Instruction E to Form S-8, the contents of the Registrant’s Registration Statement on Form S-8 (Registration No. 333-127032) previously filed by the Registrant with the Securities and Exchange Commission (the “Commission”) on July 29, 2005, the Registrant’s Registration Statement on Form S-8 (Registration No. 333-145548) previously filed by the Registrant with the Commission on August 17, 2007, the Registrant’s Registration Statement on Form S-8 (Registration No. 333-162107) previously filed by the Registrant with the Commission on September 24, 2009, and the Registrant’s Registration Statement on Form S-8 (Registration No. 333-183574) previously filed by the Registrant with the Commission on August 27, 2012 are incorporated herein by reference, except as amended hereby.

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.
Exhibits.
EXHIBITS
4.1
 
Articles of Conversion of Western Alliance Bancorporation, as filed with the Nevada Secretary of State on May 29, 2014 (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed with the Commission on June 3, 2014).
 
 
 
4.2
 
Certificate of Conversion of Western Alliance Bancorporation, as filed with the Delaware Secretary of State on May 29, 2014 (incorporated by reference to Exhibit 3.2 of the Registrant’s Form 8-K filed with the Commission on June 3, 2014).
 
 
 
4.3
 
Certificate of Incorporation of Western Alliance Bancorporation, as filed with the Delaware Secretary of State on May 29, 2014 (incorporated by reference to Exhibit 3.3 of the Registrant’s Form 8-K filed with the Commission on June 3, 2014).
 
 
 
4.4
 
Certificate of Designation of Non-Cumulative Perpetual Preferred Stock, Series B of Western Alliance Bancorporation, as filed with the Delaware Secretary of State on May 29, 2014 (incorporated by reference to Exhibit 3.4 of the Registrant’s Form 8-K filed with the Commission on June 3, 2014).
 
 
 
4.5
 
Bylaws of Western Alliance Bancorporation, effective September 22, 2014 (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed with the Commission on September 29, 2014).
 
 
 
4.6
 
Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K filed with the Commission on June 3, 2014).
 
 
 
4.7
 
Warrant, dated November 21, 2008, by and between Western Alliance Bancorporation and the United States Department of the Treasury (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8-K filed with the Commission on November 25, 2008).
 
 
 
4.8
 
Senior Debt Indenture, dated August 25, 2010, between Western Alliance Bancorporation and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed with the Commission on August 25, 2010).
 
 
 
4.9
 
First Supplemental Indenture, dated August 25, 2010, between Western Alliance Bancorporation and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8-K filed with the Commission on August 25, 2010).
 
 
 
4.10
 
Form of 10.00% Senior Notes due 2015 (incorporated by reference to Exhibit 4.3 to the Registrant’s Form 8-K filed with the Commission on August 25, 2010).
 
 
 
5.1
 
Opinion of Randall S. Theisen, Esq. regarding the validity of the Common Stock registered hereby.
 
 
 
23.1
 
Consent of McGladrey LLP.
 
 
 
23.2
 
Consent of Randall S. Theisen, Esq. (included in Exhibit 5.1).
 
 
 
24.1
 
Powers of Attorney (included as part of the signature page to this Registration Statement).
 
 
 
99.1
 
Western Alliance Bancorporation 2005 Stock Incentive Plan, as amended (incorporated by reference to Appendix G of the Registrant’s definitive Proxy Statement on Schedule 14A filed with the Commission on April 2, 2014).





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 Phoenix, State of Arizona, on October 30, 2014.
 
 
 
 
 
WESTERN ALLIANCE BANCORPORATION
 
 
By:  
/s/
Robert Sarver
 
 
 
Robert Sarver
 
 
 
Chairman and Chief Executive Officer




POWER OF ATTORNEY
Each person whose signature appears below appoints Robert Sarver or Dale Gibbons, jointly and severally, each in his own capacity, as true and lawful attorneys-in-fact, with full power of substitution in such person’s name, place and stead, in any and all capacities to sign any amendments to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, 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 and the Power of Attorney has been signed by the following persons in the capacities and on the dates indicated.
Name and Signature
 
Title
 
Date
 
 
 
 
 
 
By:  
/s/ Robert Sarver
  Robert Sarver
 
Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
 
October 30, 2014
 
 
 
 
 
 
By:
/s/ Dale Gibbons
  Dale Gibbons
 
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
 
October 30, 2014
 
 
 
 
 
 
By:
/s/ J. Kelly Ardrey Jr.
  J. Kelly Ardrey Jr.
 
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
 
October 30, 2014
 
 
 
 
 
 
By:
/s/ Bruce D. Beach
  Bruce D. Beach
 
Director 
 
October 30, 2014
 
 
 
 
 
 
By:
/s/ William S. Boyd
  William S. Boyd
 
Director 
 
October 30, 2014
 
 
 
 
 
 
By:
/s/ Steven J. Hilton
  Steven J. Hilton
 
Director 
 
October 30, 2014
 
 
 
 
 
 
By:
/s/ Marianne Boyd Johnson
  Marianne Boyd Johnson
 
Director 
 
October 30, 2014
 
 
 
 
 
 
By:  
/s/ Cary Mack
  Cary Mack
 
Director 
 
October 30, 2014
 
 
 
 
 
 
By:  
/s/ Todd Marshall
  Todd Marshall
 
Director 
 
October 30, 2014
 
 
 
 
 
 
By:  
  /s/ M. Nafees Nagy, M.D.
  M. Nafees Nagy, M.D.
 
Director 
 
October 30, 2014
 
 
 
 
 
 
By:  
/s/ James Nave
  James Nave
 
Director 
 
October 30, 2014
 
 
 
 
 
 
By:
/s/ John Peter Sande III
  John Peter Sande III
 
Director 
 
October 30, 2014
 
 
 
 
 
 
By:  
/s/ Donald Snyder
  Donald Snyder
 
Director 
 
October 30, 2014
 
 
 
 
 
 
By:  
/s/ Sung Won Sohn
 Sung Won Sohn
 
Director 
 
October 30, 2014
 
 
 
 
 
 
By:  
/s/ Kenneth A. Vecchione
 Kenneth A. Vecchione
 
Director 
 
October 30, 2014