Current Report Filing (8-k)
November 10 2015 - 4:04PM
Edgar (US Regulatory)
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):
November 10, 2015
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 CFR240.13e-4(c))
Item 7.01 Regulation FD Disclosure.
In connection with the Agreement and Plan of Merger, dated as of
November 5, 2014, as amended, by and among SKBHC Holdings LLC, Starbuck Bancshares, Inc., Elements Merger Sub,
LLC and Banner Corporation, we granted registration rights to certain shareholders that had received restricted securities as part
of the merger consideration. We have received a request from certain of those shareholders to register the resale of a portion
of their securities through a registered offering. The timing, selling shareholders, number of shares and price of any such offering
have not yet been determined. There can be no certainty that any offering will occur.
This announcement is being made pursuant to and in accordance with
Rule 135 under the Securities Act of 1933. This release does not constitute an offer to sell or the solicitation of an offer to
buy any securities.
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: November 10, 2015 |
By: /s/ Lloyd W. Baker
|
|
Name: Lloyd W. Baker
Title: Executive Vice President and
Chief Financial Officer |
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