sv3
As filed with
the Securities and Exchange
Commission on August 12, 2008
Registration
No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
WESTERN ALLIANCE BANCORPORATION
(Exact name of registrant as specified in its charter)
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Nevada
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88-0365922 |
(State or other jurisdiction of
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(I.R.S. Employer Identification Number) |
incorporation or organization) |
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2700 West Sahara Avenue
Las Vegas, Nevada 89102
Telephone: (702) 248-4200
(Address, including zip code, and telephone number,
including area code, of registrants principal executive offices)
Robert G. Sarver
President & Chief Executive Officer
Western Alliance Bancorporation
2700 West Sahara Avenue
Las Vegas, Nevada 89102
Telephone: (702) 248-4200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Stuart G. Stein, Esq.
Hogan & Hartson LLP
555 Thirteenth Street, N.W.
Washington, D.C. 20004
Telephone: (202) 637-8575
Approximate date of commencement of proposed sale to the public: As soon as practicable after
this registration statement becomes effective.
If the only securities being registered on this form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box. o
If any of the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment plans, check the following box. þ
If this form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. o
If this form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box. o
If this form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
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. (Check one):
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
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Proposed |
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maximum offering |
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Proposed |
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Amount to be |
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price |
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maximum aggregate |
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Amount of |
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Title of each class of securities to be registered |
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Registered |
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per common share |
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offering price |
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registration fee (1) |
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Common Stock, par value $0.0001 per share |
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3,797,993 |
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$ |
11.61 |
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$ |
44,094,698 |
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$ |
1,733 |
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(1) |
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Estimated solely for the purpose of computing the registration fee in accordance with Rule
457(c) based on the average of the high and low reported sales prices on the New York Stock
Exchange on August 5, 2008. |
The registrant hereby amends this registration statement on such date or dates as may be
necessary to delay its effective date until the registrant shall file a further amendment which
specifically states that this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may
determine.
The information in this prospectus is not complete and may be changed. The selling
stockholders may not sell these securities or accept an offer to buy these securities until the
registration statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities, and it is not soliciting offers to buy these
securities in any state where such offer or sale is not permitted.
Subject To Completion,
Dated August 12, 2008
PROSPECTUS
3,797,993 Shares
WESTERN ALLIANCE BANCORPORATION
The selling stockholders named in this prospectus may offer and sell from time to time up to
3,797,993 shares of our common stock. We are registering the resale of the offered shares as
required by the terms of our registration agreements with the each of the selling stockholders. We
issued and sold these shares to the selling stockholders in connection with a private placement
transaction. The registration of the offered shares does not necessarily mean that any of the
shares will be offered or sold by the selling stockholders. Although we will incur expenses of
approximately $29,733 in connection with the registration of these shares, we will not receive any
cash proceeds if they are sold. The selling stockholders, however, are responsible for their own
brokerage commissions and similar expenses.
Our common stock is listed on the New York Stock Exchange and trades on the exchange under the
symbol WAL. On
August 11, 2008, the last sale price of our common stock as reported on the New
York Stock Exchange was $15.24 per share.
Our principal executive offices are located at 2700 West Sahara Avenue, Las Vegas, Nevada
89102, and our telephone number at that address is (702) 248-4200.
Investing in
our common stock involves risks. See Risk Factors
beginning on page 6 of this
prospectus and the risk factors that are incorporated by reference in this prospectus from our
Annual Report on Form 10-K for the year ended December 31, 2007, for information that you should
consider before purchasing the securities offered by this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
You should rely only on the information contained or incorporated by reference in this
prospectus or any supplement. Neither we nor the selling stockholders have authorized anyone to
provide you with different information. You should not assume that the information in this
prospectus or any supplement is accurate as of any date other than the date on the front of such
documents. The selling stockholders are not making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted.
The date of
this prospectus is August , 2008.
TABLE OF CONTENTS
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Page |
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About this Prospectus |
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3 |
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Where You Can Find More Information |
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3 |
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Incorporation of Certain Documents By Reference |
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3 |
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Cautionary Note About Forward-Looking Statements |
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Summary |
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Recent
Developments |
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About this Offering |
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Risk Factors |
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Use of Proceeds |
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Determination of Offering Price |
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Selling Stockholders |
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6 |
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Plan of Distribution |
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13 |
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Legal Matters |
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15 |
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Experts |
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15 |
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2
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the Securities and
Exchange Commission (the SEC), using a shelf registration process for the delayed offering and
sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the
Securities Act). Under the shelf process, the selling stockholders may, from time to time, sell
the offered securities described in this prospectus in one or more offerings. Additionally, under
the shelf process, in certain circumstances, we may provide a prospectus supplement that will
contain specific information about the terms of a particular offering by one or more stockholders.
We may also provide a prospectus supplement to add information to, or update or change information
contained in, this prospectus.
We have filed with the SEC a registration statement on Form S-3, of which this prospectus is a
part, under the Securities Act, with respect to the offered shares. This prospectus does not
contain all of the information set forth in the registration statement, portions of which we have
omitted as permitted by the rules and regulations of the SEC. Statements contained in this
prospectus as to the contents of any contract or other document are not necessarily complete. You
should refer to the copy of each contract or document filed as an exhibit to the registration
statement for a complete description.
You should read this prospectus together with any additional information you may need to make
your investment decision. You should also read and carefully consider the information in the
documents we have referred you to in Where You Can Find Additional Information and Incorporation
of Certain Documents by Reference below. Information incorporated by reference after the date of
this prospectus may add, update or change information contained in this prospectus. Any information
in such subsequent filings that is inconsistent with this prospectus will supersede the information
in this prospectus or any earlier prospectus supplement.
As used in this prospectus, unless the context otherwise requires, the terms we, us, our
and the Company mean, collectively, Western Alliance Bancorporation and its subsidiaries and
their predecessors.
WHERE YOU CAN FIND MORE INFORMATION
Western Alliance Bancorporation (Western Alliance) is subject to the information
requirements of the Securities Exchange Act of 1934, as amended (the Exchange Act), and files
annual, quarterly and special reports, proxy statements and other information with the SEC. You
may read and copy any materials we file with the SEC at the Public Reference Room of the SEC at
Room 1580, 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, we file many of
our documents electronically with the SEC, and you may access those documents over the Internet.
The SEC maintains a web site that contains reports, proxy and information statements and other
information regarding issuers that file electronically with the SEC. The address of the SECs web
site is http://www.sec.gov. Documents we have filed with the SEC are
also available on our web site
at www.westernalliancebancorp.com. Except as expressly stated herein,
information contained on our web site does not constitute a part of
this prospectus and is not incorporated by reference herein.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to incorporate by reference the information we file with it in this
prospectus. This helps us disclose certain information to you by referring you to the documents we
file. The information we incorporate by reference is an important part of this prospectus. We
incorporate by reference each of the documents listed below.
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(a) |
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Our Annual Report on Form 10-K for the fiscal year ended December 31, 2007, filed with the
SEC on February 25, 2008 (including portions thereof incorporated by reference from our Definitive
Proxy Statement filed with the SEC on March 21, 2008). |
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Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2008 and
June 30, 2008, filed with the SEC on May 12, 2008 and August 11, 2008, respectively. |
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Our Current Reports on Form 8-K filed with the SEC on January 25, 2008, March
3, 2008, June 5, 2008 and June 27, 2008. |
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The description of our common stock contained in our registration statement on Form 8-A,
filed with the SEC on June 27, 2005, including any amendment or report filed for the purpose of
updating such description. |
3
In addition, all documents and reports filed by Western Alliance subsequent to the date hereof
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been sold or which
deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in
this registration statement and to be a part hereof from the date of filing of such documents or
reports. Any statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.
You may obtain copies of these documents, other than exhibits, free of charge by contacting
Dale Gibbons, Executive Vice President and Chief Financial Officer, at our principal office, which
is located at 2700 West Sahara Avenue, Las Vegas, Nevada 89102, or by telephone at (702) 248-4200.
CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS
This prospectus and the information incorporated by reference in it, as well as any prospectus
supplement that accompanies it, include forward-looking statements within the meaning of Section
27A of the Securities Act and Section 21E of the Securities Exchange Act. We intend our
forward-looking statements to be covered by the safe harbor provisions for forward-looking
statements in these sections. All statements regarding our expected financial position and
operating results, our business strategy, forecasted demographic and economic trends relating to
our industry and similar matters are forward-looking statements. These statements can sometimes be
identified by our use of forward-looking words such as may, will, should, could, expects,
intends, plans, anticipates, believes, estimate, potential or continue, or the
negative of these terms or other comparable terminology. We cannot promise you that our
expectations in such forward-looking statements will turn out to be correct. Our actual results
may differ materially from those projected in these statements because of various factors,
including those discussed in this prospectus under the caption Risk Factors and those discussed
in our Securities and Exchange Commission reports on Forms 10K, 10-Q and 8-K, which are
incorporated by reference in this prospectus.
4
SUMMARY
The following summary is qualified in its entirety by, and should be read in conjunction with,
the more detailed information appearing elsewhere in this prospectus and the documents incorporated
by reference herein. Prospective investors are urged to read this prospectus and the documents
incorporated by reference herein in their entirety.
The Company
Western Alliance Bancorporation
We are a bank holding company headquartered in Las Vegas, Nevada. We provide a full range of
banking and related services to locally owned businesses, professional firms, real estate
developers and investors, local non-profit organizations, high net worth individuals and other
consumers through our subsidiary banks and financial services companies located in Nevada, Arizona,
California and Colorado. We focus our lending activities primarily on commercial and real
estate-related loans, which comprise a significant portion of our total loan portfolio. In addition
to traditional lending and deposit gathering capabilities, we also offer a broad array of financial
products and services aimed at satisfying the needs of small to mid-sized businesses and their
proprietors, including cash management, trust administration and estate planning, custody and
investments, equipment leasing and an affinity credit card division that focuses on issuing credit
cards to members of small and medium sized affinity groups.
Our executive offices are located at 2700 W. Sahara Avenue, Las Vegas, Nevada 89102, and the
telephone number at these offices is (702) 248-4200.
The Offering
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Common Stock Offered by Selling Stockholders
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3,797,993 shares |
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Use of Proceeds
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Western Alliance Bancorporation will not receive any of the proceeds from the sale
of shares offered hereby. See Use of Proceeds. |
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New York Stock Exchange Symbol
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WAL |
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Risk Factors
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You should read carefully the Risk Factors beginning on page 6 of this prospectus,
as well as the risk factors relating to our business that are incorporated by reference in this
prospectus, for certain considerations relevant to an investment in the shares of common stock
offered hereby. |
5
RECENT DEVELOPMENTS
In
our Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, we changed our segment
reporting composition in the current period in accordance with Statement
of Financial Accounting Standards No. 131, Disclosures about Segments of an Enterprise
and Related Information (SFAS 131). SFAS 131 provides for the identification of
reportable segments on the basis of discreet business units and their financial information to
the extent such units are reviewed by an entitys chief decision maker (which can be
an individual or group of management persons).
We
modified our reporting segments to more accurately reflect the way we manage and assess
the performance of our business. We changed our segments to report our banking operations on
a state-by-state basis rather than on a per bank basis, as we had done in the past, and we
also created new segments to report our asset management and credit card operations. Previously,
our asset management operations were included in Other and our credit card operations
were included in Torrey Pines Bank. The new structure is segmented as Nevada
(Bank of Nevada and First Independent Bank of Nevada), Arizona (Alliance
Bank of Arizona), California (Torrey Pines Bank, not including PartnersFirst Affinity Services, and Alta Alliance Bank), Asset
Management (Miller/Russell & Associates, Inc., Premier Trust, Inc. and Shine
Investment Advisory Services, Inc.), Credit Card Services (PartnersFirst Affinity
Services) and Other (Western Alliance Bancorporation, in holding company form, and
miscellaneous).
Prior to the adjustment of our segment reporting composition, our business was segmented as Bank
of Nevada, Alliance Bank of Arizona, Torrey Pines Bank
(including PartnersFirst Affinity Services), Alta Alliance Bank, First
Independent Bank of Nevada and Other
(Miller/Russell & Associates,
Inc., Premier Trust, Inc., Shine Investment Advisory Services, Inc., Western Alliance Bancorporation, in holding company form, and miscellaneous).
The adjustment of our segment reporting composition resulted in, among other things, our asset
management and credit card operations being reported as individual segments. For the quarter ended
March 31, 2008, our Credit Card Services segment had net loans of $6.5 million, and
a net loss of $1.3 million, as compared to net loans of $217 thousand, and a net loss
of $1.7 million for the year ended December 31, 2007. For the quarter ended March 31, 2008, our
Asset Management segment had $2.2 billion in assets under management and net
income of $15 thousand, as compared to $2.3 billion in assets under management and net income of
$1.2 million for the year ended December 31, 2007.
ABOUT THIS OFFERING
The shares offered in this prospectus relate to 3,797,993 shares of common stock issued in a
private placement on June 27, 2008 at a purchase price of $7.94 per share to a limited number of
accredited investors, as defined in the Securities Act. The aggregate offering price of the
shares was approximately $30.2 million. In connection with the private placement and pursuant to a
registration rights agreement, we agreed, subject to certain limitations, to file this registration
statement with the SEC within 45 calendar days after the closing of the private placement, and to
use our reasonable best efforts to cause this registration statement to become effective as
promptly as practicable after filing.
RISK FACTORS
Before purchasing the shares offered by this prospectus you should carefully consider the risk
factors relating to Western Alliance Bancorporation incorporated by reference in this prospectus
from our Annual Report on Form 10-K for the year ended December 31, 2007, as well as the risks,
uncertainties and additional information set forth in our SEC reports on Forms 10-K, 10-Q and 8-K
and in the other documents incorporated by reference in this prospectus. For a description of
these reports and documents, and information about where you can find them, see Where You Can Find
More Information and Incorporation of Certain Documents By Reference. Additional risks not
presently known or that are currently deemed immaterial could also materially and adversely affect
our financial condition, results of operations, business and prospects. This prospectus and the
documents incorporated herein by reference also contain forward-looking statements that involve
risks and uncertainties. Actual results could differ materially from those anticipated in these
forward-looking statements as a result of certain factors, including the risks faced by us
described in the documents incorporated herein by reference.
USE OF PROCEEDS
This prospectus relates to shares of our common stock that may be offered and sold from time
to time by the selling stockholders who will receive all of the proceeds from the sale of the
shares. Western Alliance will not receive any of the proceeds from the sales of shares by the
selling stockholders. Most of the costs and expenses incurred in connection with the registration
under the Securities Act of the offered shares will be paid by Western Alliance. The selling
stockholders will pay any brokerage fees and commissions, fees and disbursements of legal counsel
for the selling stockholders, and share transfer and other taxes attributable to the sale of the
offered shares.
DETERMINATION OF OFFERING PRICE
This offering is being made solely to allow the selling stockholders to offer and sell shares
of our common stock to the public. The selling stockholders may offer for resale some or all of
their shares at the time and price that they choose. On any given day, the price per share is
likely to be based on the market price for our common stock, as quoted on the New York Stock
Exchange on the date of sale, unless shares are sold in private transactions. Consequently, we
cannot currently determine the price at which shares offered for resale pursuant to this prospectus
may be sold.
SELLING STOCKHOLDERS
This prospectus covers shares of our common stock that we sold in a private placement of our
securities on June 27, 2008 to accredited investors as defined by Rule 501(a) under the
Securities Act, pursuant to an exemption from registration under Section 4(2) of the Securities
Act. The selling stockholders may from time to time offer and sell under this prospectus any or all
of the shares listed opposite their names below.
6
We have prepared the table below based upon the information furnished to us by the selling
stockholders as of June 27, 2008. The selling stockholders identified below may have sold,
transferred or otherwise disposed of some or all of their shares since the date on which the
information in the following table is presented in transactions exempt from or not subject to the
registration requirements of the Securities Act. Any profits realized by the selling stockholder
may be deemed to be underwriting commissions. Information concerning the selling stockholders may
change from time to time and, if necessary, we will amend or supplement this prospectus
accordingly. The total number of shares that may be sold hereunder will not exceed the number of
shares offered hereby. Please read the section entitled Plan of Distribution in this prospectus
for more information.
We have been advised that each of the selling stockholders purchased our common stock in the
ordinary course of business, not for resale, and none of such selling stockholders had, at the time
of purchase, any agreements or understandings, directly or indirectly, with any person to
distribute the related common stock.
The following table sets forth:
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The name of each selling stockholder; |
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The number of shares of our common stock beneficially owned by the selling
stockholders as of June 27, 2008; |
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The maximum number of shares of our common stock that may be offered for the account
of the selling stockholders under this prospectus; and |
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The amount and percentage of common stock that would be owned by the selling
stockholders after completion of the offering, assuming a sale of all of the common
stock that may be offered by this prospectus. |
Under SEC rules, beneficial ownership includes any shares of common stock as to which a person
has sole or shared voting power or investment power and any shares of common stock which the person
has the right to acquire within 60 days through the exercise of any option, warrant or other right,
through conversion of any security or pursuant to the automatic termination of a power of attorney
or revocation of a trust, discretionary account or similar arrangement. Beneficial ownership is
calculated based on 34,058,669 shares of our common stock outstanding as of June 30, 2008. In
calculating the number of shares beneficially owned by a selling stockholder and the percentage
ownership, shares of common stock subject to options and warrants held by that person that are
currently exercisable or convertible or become exercisable or convertible within 60 days of June
30, 2008 (exercisable stock options and exercisable warrants, respectively) are deemed
outstanding even if they have not actually been exercised or converted. The shares issuable under
these securities are treated as outstanding for computing the percentage ownership of the person
holding these securities but are not treated as outstanding for computing the percentage ownership
of any other person.
7
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Percentage of |
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Shares Beneficially |
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Shares |
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Shares Owned |
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Outstanding Shares |
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Owned Prior to the |
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Offered |
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After the |
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Owned After the |
Name of Selling Stockholder |
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Offering |
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Hereby |
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Offering |
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Offering (1) |
Paul L. Baker (2)
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354,810 |
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44,081 |
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310,729 |
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* |
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Troy J. and Selma F. Bartlett (3)
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24,758 |
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12,594 |
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12,164 |
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* |
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Belmont Investments
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500,000 |
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500,000 |
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0 |
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* |
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Robert L. Boughner Investment Trust (4)
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292,351 |
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25,000 |
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267,351 |
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* |
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William S. Boyd (5)
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3,701,287 |
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302,000 |
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3,399,287 |
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9.97 |
% |
The Roxanne Spicer Trust (Charles and Tanya Brandes, Trustees)
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62,500 |
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62,500 |
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0 |
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Robert W. Bruderman Revocable Family Trust (6)
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4,000 |
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4,000 |
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0 |
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* |
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The Juice Trust #3 (Jeff Busby, Trustee)
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125,000 |
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125,000 |
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0 |
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* |
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Steven A. and Sharon L. Callaway (7)
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5,004 |
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3,148 |
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1,856 |
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* |
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Davis Trust #3 (Glenn Carlson, Trustee)
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150,000 |
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150,000 |
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0 |
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* |
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Sherry Colquitt (8)
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23,494 |
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10,000 |
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13,494 |
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* |
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Douglas S. and Diana L. Damon (9)
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3,149 |
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3,149 |
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0 |
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* |
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Richard Doan (10)
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108,250 |
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100,000 |
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8,250 |
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* |
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James H. Erskine III (11)
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62,972 |
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62,972 |
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0 |
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* |
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Sandra Eve (12)
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6,624 |
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3,200 |
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3,424 |
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* |
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Dale Gibbons (13)
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149,674 |
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3,000 |
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146,674 |
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* |
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Arnold T. Grisham (14)
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36,031 |
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3,150 |
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|
|
32,881 |
|
|
|
* |
|
Sharon J. Harper (15)
|
|
|
11,795 |
|
|
|
9,445 |
|
|
|
2,350 |
|
|
|
* |
|
Steven J. Hilton Family Trust (16)
|
|
|
162,433 |
|
|
|
100,000 |
|
|
|
62,433 |
|
|
|
* |
|
Marianne Boyd Johnson (17)
|
|
|
1,849,616 |
|
|
|
25,000 |
|
|
|
1,824,616 |
|
|
|
5.36 |
% |
LANDTNT Family Trust (18)
|
|
|
6,753 |
|
|
|
3,150 |
|
|
|
3,603 |
|
|
|
* |
|
The Levine Intervivos Trust (19)
|
|
|
12,500 |
|
|
|
12,500 |
|
|
|
0 |
|
|
|
* |
|
Michael E. and Catherine M. Luce (20)
|
|
|
5,029 |
|
|
|
3,779 |
|
|
|
1,250 |
|
|
|
* |
|
The Mack Family Trust (21)
|
|
|
141,322 |
|
|
|
31,250 |
|
|
|
110,072 |
|
|
|
* |
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of |
|
|
Shares Beneficially |
|
Shares |
|
Shares Owned |
|
Outstanding Shares |
|
|
Owned Prior to the |
|
Offered |
|
After the |
|
Owned After the |
Name of Selling Stockholder |
|
Offering |
|
Hereby |
|
Offering |
|
Offering (1) |
Sandra Mallin (22)
|
|
|
4,398 |
|
|
|
3,148 |
|
|
|
1,250 |
|
|
|
* |
|
George J. Maloof , Jr. (23)
|
|
|
112,253 |
|
|
|
18,900 |
|
|
|
93,353 |
|
|
|
* |
|
The Art Marshall Family 1993 Irrevocable Trust A (24)
|
|
|
250,446 |
|
|
|
31,250 |
|
|
|
219,196 |
|
|
|
* |
|
Todd Marshall Trust under Todd Marshall and Cari Marshall 1999
Irrevocable Trust (25)
|
|
|
125,000 |
|
|
|
125,000 |
|
|
|
0 |
|
|
|
* |
|
M.N. Nagy Family LTD Partnership (26)
|
|
|
149,000 |
|
|
|
125,000 |
|
|
|
24,000 |
|
|
|
* |
|
1992 Najafi Irrevocable Trust (27)
|
|
|
62,000 |
|
|
|
62,000 |
|
|
|
0 |
|
|
|
* |
|
Northaven Management, Inc.
|
|
|
150,000 |
|
|
|
150,000 |
|
|
|
0 |
|
|
|
* |
|
Sandra and John Raffealli (28)
|
|
|
75,186 |
|
|
|
5,000 |
|
|
|
70,186 |
|
|
|
* |
|
Thomas W. and Veronica L. Rogers Exempt Trust (29)
|
|
|
126,944 |
|
|
|
125,944 |
|
|
|
1,000 |
|
|
|
* |
|
G & J Sande Family Trust (30)
|
|
|
82,945 |
|
|
|
6,297 |
|
|
|
76,648 |
|
|
|
* |
|
Irene M. Sarver Revocable Trust (31)
|
|
|
100,000 |
|
|
|
100,000 |
|
|
|
0 |
|
|
|
* |
|
Robert G. Sarver IRA Rollover (32)
|
|
|
2,950,141 |
|
|
|
302,000 |
|
|
|
2,648,141 |
|
|
|
7.78 |
% |
The Phillip Satre and Jennifer Satre Family Revocable Trust (33)
|
|
|
67,531 |
|
|
|
25,189 |
|
|
|
42,342 |
|
|
|
* |
|
Frank A. and Bonnie B. Schreck Living Trust (34)
|
|
|
114,409 |
|
|
|
25,189 |
|
|
|
89,220 |
|
|
|
* |
|
Derek Matthew Schreck Irrevocable Insurance and Gift Trust
1998 (34) |
|
|
40,225 |
|
|
|
6,297 |
|
|
|
33,928 |
|
|
|
* |
|
Sydney Schreck Irrevocable Insurance and Gift Trust 1998 (34) |
|
|
40,225 |
|
|
|
6,297 |
|
|
|
33,928 |
|
|
|
* |
|
Judith A. Shine (35)
|
|
|
144,305 |
|
|
|
25,188 |
|
|
|
119,117 |
|
|
|
* |
|
Alexander S. Theisen Trust (36)
|
|
|
2,519 |
|
|
|
2,519 |
|
|
|
0 |
|
|
|
* |
|
Ryan C. Theisen Trust (36)
|
|
|
1,889 |
|
|
|
1,889 |
|
|
|
0 |
|
|
|
* |
|
Sedrick and Jane Williams Tydus (37)
|
|
|
13,461 |
|
|
|
3,148 |
|
|
|
10,313 |
|
|
|
* |
|
9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of |
|
|
Shares Beneficially |
|
Shares |
|
Shares Owned |
|
Outstanding Shares |
|
|
Owned Prior to the |
|
Offered |
|
After the |
|
Owned After the |
Name of Selling Stockholder |
|
Offering |
|
Hereby |
|
Offering |
|
Offering (1) |
WaittCorp Investments, LLC (38)
|
|
|
1,000,000 |
|
|
|
1,000,000 |
|
|
|
0 |
|
|
|
* |
|
Merrill S. Wall (39)
|
|
|
121,050 |
|
|
|
6,297 |
|
|
|
114,753 |
|
|
|
* |
|
Janet H. and Brian O. White (40)
|
|
|
10,555 |
|
|
|
3,148 |
|
|
|
7,407 |
|
|
|
* |
|
Sheryl and Harvey P. White (41)
|
|
|
101,122 |
|
|
|
4,375 |
|
|
|
96,747 |
|
|
|
* |
|
Harvey Whittemore (42)
|
|
|
21,250 |
|
|
|
20,000 |
|
|
|
1,250 |
|
|
|
* |
|
Edmund G. Zito IRRA (43)
|
|
|
19,400 |
|
|
|
15,000 |
|
|
|
4,400 |
|
|
|
* |
|
TOTAL
|
|
|
13,689,606 |
|
|
|
3,797,993 |
|
|
|
9,891,613 |
|
|
|
|
|
|
|
|
* |
|
Less than 1%. |
|
(1) |
|
Ownership percentage calculated based on 34,058,669 shares of the Companys common stock
outstanding as of June 30, 2008. |
|
(2) |
|
Paul Baker has served as a director of Alliance Bank of Arizona, a wholly owned subsidiary of
the Company, since 2003. Mr. Bakers share ownership includes 5,100 shares subject to exercisable
stock options and 68,274 shares subject to exercisable warrants. |
|
(3) |
|
Selma Bartlett has served as an employee of Bank of Nevada, a wholly owned subsidiary of the
Company, since 1996, and is currently Vice Chairwoman of Bank of Nevada. |
|
(4) |
|
Robert L. Boughner, the trustee of the trust, has served as a director of Bank of Nevada since
1994. Mr. Boughner is deemed to be the indirect beneficial owner of such shares by reason of voting
and disposition control over the shares. |
|
(5) |
|
William S. Boyd has served as a director and principal stockholder of the Company since 1995. |
|
(6) |
|
Robert Bruderman has served as a director of Premier Trust, Inc., a wholly owned subsidiary of
the Company, since 2001. |
|
(7) |
|
Steve Callaway has served as a director of Alta Alliance Bank, a wholly owned subsidiary of
the Company, since 2006. Mr. Callaways share ownership includes 1,856 shares that are subject to
exercisable stock options. |
|
(8) |
|
Sherry Colquitt has served as a director of Bank of Nevada since 1994. Ms. Colquitts share
ownership includes 8,250 shares subject to exercisable stock options. |
|
(9) |
|
Douglas Damon has served as a director of First Independent Bank of Nevada, a wholly owned
subsidiary of the Company, since 1999. |
|
(10) |
|
Richard Doan has served as a director of Torrey Pines Bank, a wholly owned subsidiary of the
Company, since 2003. Mr. Doans share ownership includes 8,250 shares subject to exercisable stock
options. |
|
(11) |
|
James Hal Erskine has served as an executive officer of Torrey Pines Bank and President of
PartnersFirst, Torrey Pines Banks credit card division, since 2007. |
10
|
|
|
(12) |
|
Sandra Eve has served as an executive of Shine Investment Advisory Services, Inc., a majority
owned subsidiary of the Company, since 2004. Ms. Eves share ownership includes 900 shares of
restricted stock. |
|
(13) |
|
Dale Gibbons has served as the Chief Financial Officer and an Executive Vice President of the
Company since May 2003. Mr. Gibbons share ownership includes 424 shares held in his Company 401(k)
account, 69,000 shares pledged or held in a margin account and 58,900 shares subject to exercisable
stock options. |
|
(14) |
|
Arnold Grisham has served as the Companys Executive Vice President of Northern California
Administration since December 2006 and has served as the President and Chief Executive Officer of
Alta Alliance Bank since its opening in October 2006. Mr. Grishams share ownership includes 336
shares held in his Company 401(k) account, 10,045 shares subject to exercisable stock options and
7,500 shares subject to exercisable warrants. |
|
(15) |
|
Sharon Harper has served as a director of Alliance Bank of Arizona since 2005. Ms. Harpers
share ownership includes 2,250 shares subject to exercisable stock options. |
|
(16) |
|
Steven J. Hilton, the trustee of the trust, has served as a director of the Company and
Alliance Bank of Arizona since December 2002 and February 2003, respectively. Mr. Hilton is deemed
to be the indirect beneficial owner of such shares by reason of voting and disposition control over
the shares. |
|
(17) |
|
Marianne Boyd Johnson, has served as a director of the Company and Bank of Nevada since their
establishment in 1995 and 1994, respectively. |
|
(18) |
|
Thomas Land, the trustee of the trust, has served as a director of Bank of Nevada since 2006.
Mr. Land is deemed to be the indirect beneficial owner of such shares by reason of voting and
disposition control over the shares. |
|
(19) |
|
Gary Levine, the trustee of the trust, has served as a director of Torrey Pines Bank since
April 2008. |
|
(20) |
|
Michael E. Luce has served as a director of Bank of Nevada since 2006. Mr. Luces share
ownership includes 1,250 shares subject to exercisable stock options. |
|
(21) |
|
Cary Mack, the trustee of the trust, has served as a director of the Company since April 2005
and a director of Torrey Pines Bank since its formation in May 2003. Mr. Mack is deemed to be the
indirect beneficial owner of such shares by reason of voting and disposition control over the
shares. |
|
(22) |
|
Sandra Mallin has served as a director of Bank of Nevada since 2006. Ms. Mallins share
ownership includes 1,250 shares subject to exercisable stock options. |
|
(23) |
|
George J. Maloof, Jr. has served as a director of the Company since April 2006. Mr. Maloofs
share ownership includes 2,500 shares subject to exercisable stock options. |
|
(24) |
|
Arthur Marshall, the trustee of the trust, has served as a director of the Company since 1995
and the Chairman of the Board of Bank of Nevada since its establishment in 1994. Mr. Marshall is
deemed to be the indirect beneficial owner of such shares by reason of voting and disposition
control over the shares. |
|
(25) |
|
Todd Marshall, the trustee of the trust, has served as a director of Bank of Nevada and the
Company since their establishment in 1994 and 1995, respectively. Mr. Marshall is deemed to be the
indirect beneficial owner of such shares by reason of voting and disposition control over the
shares. |
|
(26) |
|
M. Nafees Nagy, M.D., the general partner of the limited partnership, has served as a
director of Bank of Nevada since its establishment in 1994 and as a director of the Company since
April 2004. Mr. Nagy is deemed to be the indirect beneficial owner of such shares by reason of
voting and disposition control over the shares. |
|
(27) |
|
J. Jahm Najafi is the trustee of the trust. Francis Najafi has served as a director of
Alliance Bank of Arizona since 2003. Mr. Najafi is deemed to be the indirect beneficial owner of
such shares by reason of voting and disposition control over the
shares. |
11
|
|
|
(28) |
|
Sandra Raffealli has served as a director of First Independent Bank of Nevada since 1999. |
|
(29) |
|
Thomas Rogers, the trustee of the trust, has served as a director of Alliance Bank of Arizona,
a wholly owned subsidiary of the Company, since 2003. Mr. Rogers is deemed to be the indirect
beneficial owner of such shares by reason of voting and disposition control over the shares. |
|
(30) |
|
John P. Sande III, the trustee of the trust, has served as a director of the Company and
Chairman of the Board of Directors for First Independent Bank of Nevada, a wholly owned subsidiary
of the Company, since April 2007 and September 1999, respectively. Mr. Sande is deemed to be the
indirect beneficial owner of such shares by reason of voting and disposition control over the
shares. |
|
(31) |
|
Irene M. Sarver, the trustee of the trust, is the mother of Robert G. Sarver, the President,
Chairman and Chief Executive Officer of the Company. Ms. Sarver is deemed to be the indirect
beneficial owner of such shares by reason of voting and disposition control over the shares. |
|
(32) |
|
Robert G. Sarver has served as the President, Chairman and Chief Executive Officer of the
Company since December 2002. He has served as Chairman of Torrey Pines Bank since May 2003. Mr.
Sarvers share ownership includes 30,000 shares held by Mr. Sarvers spouse over which he disclaims
all beneficial ownership, 153,429 shares held by several trusts, 166,022 shares held by a limited
partnership, 31,374 shares held by a corporation and 75,000 shares subject to exercisable stock
options. |
|
(33) |
|
Jennifer Satre, the trustee of the trust, has served as a director of First Independent Bank
of Nevada since 1999. Ms. Satre is deemed to be the indirect beneficial owner of such shares by
reason of voting and disposition control over the shares. |
|
(34) |
|
Frank Schreck, the trustee of each of the Frank A. and Bonnie B. Schreck Living Trust, the
Derek Matthew Schreck Irrevocable Insurance and Gift Trust 1998 and the Sydney Schreck Irrevocable
Insurance and Gift Trust 1998, has served as a director of Bank of Nevada since 2006. Mr. Schreck
is deemed to be the indirect beneficial owner of shares held by each trust by reason of voting and
disposition control over such shares. |
|
(35) |
|
Judith A. Shine has served as an executive of Shine Investment Advisory Services, Inc. since
1988. Ms. Shines share ownership includes 1,800 shares of restricted stock. |
|
(36) |
|
Randall S. Theisen, the co-trustee of each of the Alexander S. Theisen Trust and the Ryan C.
Theisen Trust, has served as Senior Vice President and General Counsel of the Company since 2006.
Mr. Theisen is deemed to be the indirect beneficial owner of shares held by each trust by reason of
voting and disposition control over such shares. |
|
(37) |
|
Sedrick Tydus has served as the Chief Operating Office of Alta Alliance Bank since 2006. Mr.
Tyduss share ownership includes 3,713 shares subject to exercisable stock options and 5,000 shares
of restricted stock. |
|
(38) |
|
Norman Waitt, Jr. has disposition and voting control for WaittCorp Investments, LLC. |
|
(39) |
|
Merrill S. Wall has served as the Chief Administrative Officer and Executive Vice President
of the Company since February 2005. Mr. Walls share ownership includes 378 shares held in his
Company 401(k) account and 53,125 shares subject to exercisable stock options. |
|
(40) |
|
Janet H. White has served as an executive of Shine Investment Advisory Services, Inc. since
1998. Ms. Whites share ownership includes 1,100 shares of restricted stock. |
|
(41) |
|
Sheryl White has served as director of Torrey Pines Bank since 2003. Ms. Whites share
ownership includes 8,250 shares subject to exercisable stock options. |
|
(42) |
|
Harvey Whittemore has served as a director of Bank of Nevada since 2006. Mr. Whittemores
share ownership includes 1,250 shares subject to exercisable stock options. |
|
(43) |
|
Edmund Zito has served as Executive Vice President and Commercial Corporate Banking Manager
of Alliance Bank of Arizona since 2003. Mr. Zitos share ownership includes 600 shares subject to
exercisable stock options and 3,800 shares of restricted stock. |
12
PLAN OF DISTRIBUTION
The selling stockholders may from time to time, in one or more transactions, sell all or a
portion of the offered shares on the New York Stock Exchange or any other national securities
exchange or quotation service on which the offered shares are listed or quoted at the time of sale,
in the over-the-counter market, in negotiated transactions, in underwritten transactions or
otherwise, at prices then prevailing or related to the then current market price or negotiated
prices. The offering price of the offered shares from time to time will be determined by the
selling stockholders and, at the time of determination, may be higher or lower than the market
price of the common stock as quoted on the New York Stock Exchange. In connection with an
underwritten offering, underwriters or agents may receive compensation in the form of discounts,
concessions or commissions from a selling stockholder or from purchasers of offered shares for whom
they act as agents. Underwriters may sell offered shares to or through dealers, and the dealers may
receive compensation in the form of discounts, concessions or commissions from the underwriters
and/or commissions from the purchasers for whom they act as agents. Under agreements that may be
entered into by Western Alliance, underwriters, dealers and agents who participate in the
distribution of offered shares may be entitled to indemnification by Western Alliance against
liabilities under the Securities Act or otherwise, or to contribution with respect to payments
which the underwriters, dealers or agents may be required to make. The offered shares may be sold
directly or through broker-dealers acting as principals or agents, or pursuant to a distribution by
one or more underwriters on a firm commitment or best-efforts basis. Broker-dealers acting as
principals or agents may receive compensation in the form of discounts, concessions or commissions
from a selling stockholder or from purchasers of offered shares for whom they act as agents. The
methods by which the offered shares may be sold include:
|
|
|
a cross or block trade in which the broker-dealer so engaged will attempt to sell
the offered shares as agent but may position and resell a portion of the block as principal
to facilitate the transaction; |
|
|
|
|
purchases by a broker-dealer as principal and resale by such broker-dealer for its
accounts pursuant to this prospectus; |
|
|
|
|
ordinary brokerage transactions and transactions in which the broker solicits
purchasers; |
|
|
|
|
an exchange distribution in accordance with the rules of the applicable exchange; |
|
|
|
|
short sales or borrowing, returns and reborrowings of the shares pursuant to stock
loan agreements to settle short sales;
|
|
|
|
|
privately-negotiated transactions; |
|
|
|
|
underwritten transactions; |
|
|
|
|
a combination of any such methods; and |
|
|
|
|
any other method permitted by applicable law. |
The selling stockholders and any underwriters, dealers or agents participating in a
distribution of the offered shares may be deemed to be underwriters within the meaning of the
Securities Act, and any profit on the sale of the offered shares by the selling stockholders and
commissions received by such broker-dealers may be deemed to be underwriting commissions under the
Securities Act.
When the selling stockholder elects to make a particular offer of shares, a prospectus
supplement, if required, will be distributed which will identify any underwriters, dealers or
agents and any discounts, commissions and other terms constituting compensation from the selling
stockholder and any other required information.
13
The selling stockholders may, from time to time, pledge or grant a security interest in some
or all of the shares of common stock owned by them and, if they default in the performance of their
secured obligations, the pledgees or secured parties may offer and sell the shares of common stock,
from time to time, under this prospectus, or under an amendment or supplement to this prospectus
under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of
selling stockholders to include the pledgee, transferee or other successors in
interest as selling stockholders under this prospectus. The selling stockholders also may transfer
the shares of common stock in other circumstances, in which case the transferees, pledgees or other
successors in interest will be the selling beneficial owners for purposes of this prospectus.
To comply with any applicable state securities laws, the offered shares may be sold only
through registered or licensed brokers or dealers. In addition, in some states, the offered shares
may not be sold unless they have been registered or qualified for sale in the state or an exemption
from registration or qualification is available and satisfied.
Western Alliance has agreed to pay all costs and expenses incurred in connection with the
registration under the Securities Act of the offered shares, including:
|
|
|
all registration and filing fees, |
|
|
|
|
printing expenses, and |
|
|
|
|
fees and disbursements of counsel and accountants for Western Alliance. |
The selling stockholders will pay any brokerage fees and commissions, fees and disbursements
of legal counsel for the selling stockholders and stock transfer and other taxes attributable to
the sale of the offered shares. Western Alliance has also agreed to indemnify each of the selling
stockholders against losses, claims, damages, liabilities and expenses arising under the securities
laws in connection with this offering. The selling stockholders have agreed to indemnify Western
Alliance, its officers and each person who controls, within the meaning of the Securities Act,
Western Alliance, against any losses, claims, damages, liabilities and expenses arising under the
securities laws in connection with this offering with respect to written information furnished to
Western Alliance by the selling stockholder.
The aggregate proceeds to the selling stockholders from the sale of the common stock offered
by them will be the purchase price of the common stock less discounts or commissions, if any. Each
of the selling stockholders reserves the right to accept and, together with their agents from time
to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly
or through agents. We will not receive any of the proceeds from this offering.
We have advised the selling stockholders that the anti-manipulation rules of Regulation M
under the Exchange Act may apply to sales of shares in the market and to the activities of the
selling stockholders and their affiliates. In addition, we will make copies of this prospectus (as
it may be supplemented or amended from time to time) available to the selling stockholders for the
purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling
stockholders may indemnify any broker-dealer that participates in transactions involving the sale
of the shares against certain liabilities, including liabilities arising under the Securities Act.
Transfer Agent
The transfer agent and registrar for our common stock is:
American Stock Transfer and Trust Company
59 Maiden Lane
Plaza Level
New York, NY 10038
(800) 937-5449
14
LEGAL MATTERS
Randall S. Theisen, Esq., an attorney on Western Alliances legal staff, has passed upon the
validity of the common stock offered pursuant to this prospectus. Mr. Theisen is Senior Vice
President and General Counsel of Western Alliance and owns shares and holds options to purchase
shares of Western Alliance common stock.
EXPERTS
The consolidated financial statements of Western Alliance appearing in the Western Alliance
Annual Report on Form 10-K for the year ended December 31, 2007, have been audited by McGladrey &
Pullen, LLP, an independent registered public accounting firm, as set forth in their report included
therein and incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given on the authority of such firm
as experts in accounting and auditing.
15
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the various expenses in connection with the registration of the
common stock offered hereby. Western Alliance Bancorporation will bear all of these expenses,
including those of the selling stockholders (other than any underwriting discounts or commissions
or any agent commissions). All amounts are estimated except for the SEC registration fee:
|
|
|
|
|
Item |
|
Amount |
|
|
|
|
|
|
SEC registration fee |
|
$ |
1,733 |
|
Legal fees and expenses |
|
|
15,000 |
|
Accounting fees and expenses |
|
|
10,000 |
|
Printing fees |
|
|
3,000 |
|
Miscellaneous |
|
|
|
|
|
|
|
|
Total |
|
$ |
29,733 |
|
|
|
|
|
Item 15. Indemnification of Directors and Officers
Article V of Western Alliances amended and restated articles of incorporation provides that,
to the fullest extent permitted by applicable law as then in effect, no director or officer shall
be personally liable to the company or any stockholder for damages for breach of fiduciary duty as
a director or officer, except for (i) acts or omissions which involve intentional misconduct,
fraud, or a knowing violation of law or (ii) the payment of dividends in violation of Nevada
Revised Statues § 78.300.
Article IV of Western Alliances amended and restated bylaws provides for indemnification of
its directors, officers, employees and other agents and advancement of expenses. As permitted by
the Nevada Revised Statues, Western Alliances bylaws provide that the corporation will indemnify a
director or officer if the individual acted in good faith in a manner which he reasonably believed
to be in or not opposed to the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was unlawful. The Nevada
Revised Statues do not permit indemnification as to any claim, issue or matter as to which such
person has been adjudged by a court of competent jurisdiction to be liable to the corporation, or
for amounts paid in settlement to the corporation, unless and only to the extent that the court in
which the action or suit was brought determines upon application that in view of all of the
circumstances of the case, the person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper. In addition, Western Alliances bylaws provide that
indemnification shall not be made to or on behalf of any director or officer if a final
adjudication establishes that his or her acts or omissions involved intentional misconduct, fraud,
or a knowing violation of the law and were material to the cause of action.
Western Alliance has entered into indemnification agreements with certain of its directors and
executive officers in addition to indemnification provided for in its bylaws. Western Alliance
maintains, on behalf of its directors and officers, insurance protection against certain
liabilities arising out of the discharge of their duties, as well as insurance covering Western
Alliance for indemnification payments made to its directors and officers for certain liabilities.
The premiums for such insurance are paid by Western Alliance.
II-1
Item 16. Exhibits
The following Exhibits are filed herewith or incorporated herein by reference:
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3.1 |
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Amended and Restated Articles of Incorporation (incorporated by reference to
Exhibit 3.1 to Amendment No. 1 to Western Alliances Registration Statement on
Form S-1 filed with the SEC on June 7, 2005). |
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3.2 |
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Amended and Restated Bylaws (incorporated by reference to Western Alliances Form
8-K filed with the SEC on January 25, 2008). |
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4.1 |
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Form of common stock certificate (incorporated by reference to Exhibit 4.1 to
Amendment No. 3 to Western Alliances Registration Statement on Form S-1 filed
with the SEC on June 27, 2005). |
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5 |
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Opinion of Randall S. Theisen, Esq. regarding the legality of the common stock
registered hereby. |
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23.1 |
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Consent of Randall S. Theisen, Esq. (included in Exhibit 5.1). |
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23.2 |
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Consent of McGladrey & Pullen, LLP, an independent
registered public accounting firm. |
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24.1 |
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Power of Attorney (included in the signature page to this Registration Statement). |
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set
forth in this registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate offering price
set forth in the Calculation of Registration Fee table in the effective registration
statement;
(iii) To include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to such
information in this registration statement.
Provided, however, That:
(1) Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the
registration statement is on Form S-3 or Form F-3 and the information required to be included
in a post-effective amendment by those paragraphs is contained in reports filed with or
furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the registration
statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part
of the registration statement.
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(2) That, for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration statement relating
to the securities offered herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any
purchaser:
(i) If the registrant is relying on Rule 430B:
(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be
deemed to be part of the registration statement as of the date the filed prospectus was
deemed part of and included in the registration statement; and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or
(b)(7) as part of a registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415 (a)(1)(i), (vii) or (x) for the purpose of providing
the information required by section 10(a) of the Securities Act of 1933 shall be deemed
to be part of and included in the registration statement as of the earlier of the date
such form of prospectus is first used after effectiveness or the date of the first
contract of sale of securities in the offering described in the prospectus. As provided
in Rule 430B, for liability purposes of the issuer and any person that is at that date
an underwriter, such date shall be deemed to be a new effective date of the registration
statement relating to the securities in the registration statement to which that
prospectus relates, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
Provided, however, that no statement made in a registration statement or prospectus that is
part of the registration statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to such effective date.
(b) The undersigned registrant hereby further undertakes that, for the purposes of determining
any liability under the Securities Act of 1933, each filing of the registrants annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plans annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in
the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is against public policy
as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such
issue.
(d) The undersigned registrant hereby undertakes to deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or given, that latest annual report to
security holders that is incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934;
and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the last quarterly report that is
specifically incorporated by reference in the prospectus to provide such interim financial
information.
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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-3 and
has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Las Vegas, State of Nevada, on
this 12th day
of August, 2008.
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WESTERN ALLIANCE BANCORPORATION |
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By: |
/s/
Robert G. Sarver |
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Robert G. Sarver |
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Chairman, President and Chief Executive Officer |
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Robert Sarver and Dale
Gibbons his or her true and lawful attorney-in-fact and agent, each acting alone, with full power
of substitution and resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any or all amendments (including post-effective amendments and
registration statements filed pursuant to Rule 462 under the Securities Act) to the Registration
Statement on Form S-3, and to file the same, with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all intents and purposes
as he or she might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her 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 has
been signed as of
August 12, 2008 by the following persons in the capacities indicated.
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Signature |
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Title |
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/s/ Robert G. Sarver
Robert G. Sarver |
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Chairman of the Board, President and Chief Executive Officer
(Principal Executive Officer) |
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/s/ Dale Gibbons
Dale Gibbons |
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Executive Vice President and Chief Financial Officer
(Principal Financial Officer) |
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/s/ Thomas W. Edington
Thomas W. Edington |
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Senior Vice President and Tax Manager
(Principal Accounting Officer) |
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/s/ Bruce Beach
Bruce Beach |
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Director |
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/s/ William S. Boyd
William S. Boyd |
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Director |
II-5
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Signature |
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Title |
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/s/ Steven J. Hilton
Steven J. Hilton
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Director |
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/s/ Marianne Boyd Johnson
Marianne Boyd Johnson
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Director |
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Director |
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/s/ George J. Maloof, Jr.
George J. Maloof, Jr.
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Director |
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/s/ Arthur Marshall
Arthur Marshall
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Director |
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/s/ Todd Marshall
Todd Marshall
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Director |
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Director |
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/s/ James E. Nave, D.V.M.
James E. Nave, D.V.M.
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Director |
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/s/ John P. Sande III
John P. Sande III
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Director |
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/s/ Donald Snyder
Donald Snyder
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Director |
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/s/ Kenneth A. Vecchione
Kenneth A. Vecchione
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Director |
II-6
INDEX TO EXHIBITS
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3.1
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Amended and Restated Articles of Incorporation (incorporated by reference to
Exhibit 3.1 to Amendment No. 1 to Western Alliances Registration Statement on
Form S-1 filed with the SEC on June 7, 2005). |
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|
3.2
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Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to Western
Alliances Form 8-K filed with the SEC on January 25, 2008). |
|
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4.1
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Form of common stock certificate (incorporated by reference to Exhibit 4.1 to
Amendment No. 3 to Western Alliances Registration Statement on Form S-1 filed
with the SEC on June 27, 2005). |
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5
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Opinion of Randall S. Theisen, Esq. regarding the legality of the common stock
registered hereby. |
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23.1
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Consent of Randall S. Theisen, Esq. (included in Exhibit 5.1). |
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23.2
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Consent of McGladrey & Pullen,
LLP, an independent registered public accounting firm. |
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24.1
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Power of Attorney (included in the signature page to this Registration Statement). |
II-7