Unassociated Document
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): December 7, 2009
Banner
Corporation
(Exact
name of registrant as specified in its charter)
|
Washington
|
0-26584 |
91-1691604
|
|
(State or
other jurisdiction
of incorporation)
|
(Commission
File
Number)
|
(I.R.S.
Employer
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
December 7, 2009, Banner Corporation (the “Company”) announced that it has
commenced an underwritten public offering of its common stock to raise gross
proceeds of up to $75.0 million. The Company intends to grant the
underwriters a [30-day
option] to purchase shares representing gross proceeds of up to an
additional $11.25 million to cover over-allotments, if any.
A copy of
the Company’s press release announcing the commencement of the offering is
furnished herewith as Exhibit 99.1 and incorporated herein by
reference.
Item
8.01 Other Events
The preliminary prospectus supplement
filed in connection with such offering updated the risk factors contained in the
Company’s reports filed under the Securities Exchange Act of 1934, as
amended. A copy of the updated risk factors is filed herewith as
Exhibit 99.2 and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Press
Release of Banner Corporation dated December 7, 2009
99.2 Updated
Risk Factors
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: December
7, 2009 |
By: /s/Lloyd W.
Baker
|
| |
Lloyd W. Baker |
| |
Executive Vice President and |
| |
Chief Financial Officer |