As filed with the Securities and Exchange Commission on August 27, 2012
Registration No. 333-
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)
Nevada | 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 | ¨ | Accelerated filer | x | |||
Non-accelerated filer | ¨ (do not check if a smaller reporting company) | Smaller reporting company | ¨ |
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Each Class of Securities to Be Registered |
Amount to Be Registered |
Proposed Maximum Offering Price Per Share |
Proposed Maximum Offering Price |
Amount of Registration Fee | ||||
Common Stock, par value $0.0001 per share |
2,000,000 | $9.16 | $18,320,000 | $2,099 | ||||
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|
(1) | The shares of Common Stock 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, such additional number of shares of the registrants common stock as may be issuable as a result of any stock splits, stock dividends or similar events. |
(2) | Estimated solely for purposes of calculating the registration fee pursuant to Securities Act Rules 457(c) and 457(h). 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 Registrants shares of Common Stock on August 23, 2012. |
This registration statement shall hereafter become effective in accordance with Rule 462 promulgated under the Securities Act of 1933, as amended.
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. In accordance with General Instruction E to Form S-8, the contents of the Registrants 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 Registrants Registration Statement on Form S-8 (Registration No. 333-145548) previously filed by the Registrant with the Commission on August 17, 2007, and the Registrants Registration Statement on Form S-8 (Registration No. 333- 162107) previously filed by the Registrant with the Commission on September 24, 2009 are incorporated herein by reference, except as amended hereby.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit |
Description | |
4.1 | Specimen common stock certificate of Western Alliance Bancorporation (incorporated by reference to Exhibit 4.1 of Western Alliance Bancorporations Registration Statement on Form S-1, File No. 333-124406, filed with the Securities and Exchange Commission on June 27, 2005, as amended). | |
4.2 | Form of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, stock certificate (incorporated by reference to Exhibit 4.1 to Western Alliance Bancorporations Form 8-K filed with the Securities and Exchange Commission on November 25, 2008). | |
4.3 | Form of Warrant to purchase shares of Western Alliance Bancorporation common stock, dated December 12, 2003, together with a schedule of warrant holders (incorporated by reference to Exhibit 10.9 to Western Alliance Bancorporations Registration Statement on Form S-1 filed with the Securities and Exchange Commission on April 28, 2005). | |
4.4 | 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 Western Alliances Form 8-K filed with the Securities and Exchange Commission on November 25, 2008). | |
4.5 | 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 Western Alliances Form 8-K filed with the SEC on August 25, 2010). | |
4.6 | 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 Western Alliances Form 8-K filed with the SEC on August 25, 2010). | |
4.7 | Form of 10.00% Senior Notes due 2015 (incorporated by reference to Exhibit 4.3 to Western Alliances Form 8-K filed with the SEC on August 25, 2010). | |
4.8 | Form of Non-Cumulative Perpetual Preferred Stock, Series B, stock certificate (incorporated by reference to Exhibit 4.8 to Western Alliances Annual Report on Form 10-K filed with the SEC on March 2, 2012). | |
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 A of Western Alliance Bancorporations definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 16, 2012). |
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 August 27, 2012.
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 persons 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, 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) | August 27, 2012 | |||
By: |
/s/ Dale Gibbons Dale Gibbons |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) | August 27, 2012 | |||
By: |
/s/ J. Kelly Ardrey Jr. J. Kelly Ardrey Jr. |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | August 27, 2012 | |||
By: |
/s/ Kenneth A. Vecchione Kenneth A. Vecchione |
President and Chief Operating Officer | August 27, 2012 | |||
By: |
/s/ Bruce D. Beach Bruce D. Beach |
Director | August 27, 2012 | |||
By: |
/s/ William S. Boyd William S. Boyd |
Director | August 27, 2012 | |||
By: |
/s/ Steven J. Hilton Steven J. Hilton |
Director | August 27, 2012 |
By: |
/s/ Marianne Boyd Johnson Marianne Boyd Johnson |
Director | August 27, 2012 | |||
By: |
/s/ Todd Marshall Todd Marshall |
Director | August 27, 2012 | |||
By: |
/s/ M. Nafees Nagy, M.D. M. Nafees Nagy, M.D. |
Director | August 27, 2012 | |||
By: |
/s/ James Nave James Nave |
Director | August 27, 2012 | |||
By: |
/s/ John Peter Sande, III John Peter Sande III |
Director | August 27, 2012 | |||
By: |
/s/ Donald Snyder Donald Snyder |
Director | August 27, 2012 | |||
By: |
/s/ Sung Won Sohn Sung Won Sohn |
Director | August 27, 2012 |