k10a123108.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
                           FORM 10-K/A                             
(Amendment No. One) 
     
   [X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008
 
OR
 
   [  ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________to________
 
Commission File Number 0-26584
BANNER CORPORATION
      (Exact name of registrant as specified in its charter)     
 
Washington
91-1691604
 
(State or other jurisdiction of incorporation
(I.R.S. Employer
 
or organization)
Identification Number)
10 South First Avenue, Walla Walla, Washington  99362
(Address of principal executive offices and zip code)
 
Registrant’s telephone number, including area code:  (509) 527-3636
 ____________________________________________ 
 
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, par value $.01 per share
The Nasdaq Stock Market LLC
(Title of Each Class)
(Name of Each Exchange on Which Registered)
   
Securities registered pursuant to section 12(g) of the Act:
None.
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act
Yes ___
  
No    X   
 
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act
Yes ___
  
No    X   
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Yes
      X    
 
No
 ______   
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.
                         X               
 
 
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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
 
Large accelerated filer
 __________ 
Accelerated filer
           X           
Non-accelerated filer_______ 
Smaller reporting company__________
  
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act)
Yes ________
  
No    X    
 
 
The aggregate market value of the voting and nonvoting common equity held by nonaffiliates of the registrant based on the closing sales price
of the registrant’s common stock quoted on The Nasdaq Stock Market on June 30, 2008, was:
Common Stock - $144,464,799
 
(The exclusion from such amount of the market value of the shares owned by any person shall not be deemed an admission by the Registrant
that such person is an affiliate of the Registrant.)
 
The number of shares outstanding of the registrant’s classes of common stock as of February 27, 2009:
Common Stock, $.01 par value – 17,472,692 shares
 
Documents Incorporated by Reference
Portions of Proxy Statement for Annual Meeting of Shareholders to be held April 28, 2009 are incorporated by reference into Part III.
 

 
 
 
 
 


EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A amends our Annual Report on Form 10-K for the year ended December 31, 2008, initially filed with the Securities and Exchange Commission on March 16, 2009 (“Original Form 10-K”). This amendment is being filed to correct the consent provided by the Company’s independent registered public accounting firm and filed as Exhibit 23.1.  The consent inadvertently did not include a reference to the Registration Statement on Form S-3 (File No. 333-139520) and has been corrected in this amendment.  No other changes to the Original Form 10-K have been made.

 
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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 4th day of December 2009.
 
 
  BANNER CORPORATION (Registrant) 
   
   
  By: /s/Lloyd W. Baker                                  
         Lloyd W. Baker
         Chief Financial Officer
 

 
 
 

 
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EXHIBIT INDEX
 
Exhibit No.
  
Description of Exhibit
     
23.1    Consent of Independent Registered Public Accounting Firm 
     
31.1   
Certification of Chief Executive Officer pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-
14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 
     
31.2   
Certification of Chief Financial Officer pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-
14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 
     
32.0   
Certificate of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002. 
 

                
                 
 
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