S-1MEF
As filed with the Securities and Exchange Commission on
June 30, 2005
Registration
No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-1
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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6022 |
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88-0365922 |
(State or other jurisdiction of
incorporation or organization) |
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(Primary Standard Industrial
Classification Code Number) |
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(I.R.S. Employer
Identification Number) |
2700 West Sahara Avenue
Las Vegas, Nevada 89102
Telephone: (702) 248-4200
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)
Robert Sarver
President, Chief Executive Officer
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:
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Stuart G. Stein, Esq.
Hogan & Hartson L.L.P.
555 13th Street, N.W.
Washington, DC 20004
Telephone: (202) 637-8575
Facsimile: (202) 637-5910 |
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Gregg A. Noel, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue
Los Angeles, CA 90071
Telephone: (213) 687-5000
Facsimile: (213) 687-5600 |
Approximate date of commencement of proposed sale to the
public: As soon as practicable on or after the effective
date of this Registration Statement.
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 check the
following
box. o
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. x
333-124406
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 post-effective amendment filed pursuant to
Rule 462(d) 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 delivery of the prospectus is expected to be made pursuant to
Rule 434, check the following
box. o
CALCULATION OF REGISTRATION FEE(1)
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Proposed Maximum |
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| Title of Each Class of Securities |
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Aggregate |
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Amount of |
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Offering Price(1) |
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Registration Fee |
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Common Stock, $0.0001 par value per share
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$7,400,000 |
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$870.98 |
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| (1) |
Estimated solely for the purpose of calculating the amount of
the registration fee in accordance with Rule 457(o) under
the Securities Act of 1933, as amended. |
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| (2) |
The $7,400,000 of Common Stock being registered in this
Registration Statement is in addition to the $85,000,000 of
Common Stock registered pursuant to the Registrant’s
Registration Statement on Form S-1 (File
No. 333-124406). |
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to
Section 462(b) under the Securities Act of 1933, as
amended. The information and documents included in and
incorporated by reference in the Registration Statement on
Form S-1 (File No. 333-124406) filed by Western
Alliance Bancorporation with the Securities and Exchange
Commission (the “Commission”) on April 28, 2005,
as amended, which was declared effective by the Commission on
June 29, 2005, are incorporated herein by reference.
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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
June 30, 2005.
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WESTERN ALLIANCE
BANCORPORATION
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By: /s/ Robert Sarver
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Robert Sarver |
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Chairman of the Board; President and |
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Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated:
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| Name |
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Title |
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Date |
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/s/ Robert Sarver
Robert
Sarver |
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Chairman of the Board; President
and Chief Executive Officer
(Principal Executive Officer) |
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June 30, 2005 |
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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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June 30, 2005 |
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/s/ Terry A. Shirey
Terry
A. Shirey |
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Vice President and Controller
(Principal Accounting Officer) |
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June 30, 2005 |
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*
Paul
Baker |
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Director |
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June 30, 2005 |
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*
Bruce
Beach |
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Director |
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June 30, 2005 |
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*
William
S. Boyd |
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Director |
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June 30, 2005 |
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*
Steve
Hilton |
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Director |
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June 30, 2005 |
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*
Marianne
Boyd Johnson |
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Director |
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June 30, 2005 |
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*
Cary
Mack |
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Director |
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June 30, 2005 |
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*
Arthur
Marshall |
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Director |
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June 30, 2005 |
3
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| Name |
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Title |
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Date |
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Todd
Marshall |
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Director |
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June 30, 2005 |
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M.
Nafees Nagy, M.D. |
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Director |
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June 30, 2005 |
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James
Nave, D.V.M |
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Director |
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June 30, 2005 |
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Edward
Nigro |
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Director |
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June 30, 2005 |
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Donald
Snyder |
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Director |
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June 30, 2005 |
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*
Larry
Woodrum |
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Director |
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June 30, 2005 |
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/s/ Dale Gibbons
Dale
Gibbons
Attorney-In-Fact |
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EXHIBIT INDEX
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5 |
.1 |
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Opinion of Hogan & Hartson L.L.P. |
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23 |
.1 |
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Consent of McGladrey & Pullen, LLP. |
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23 |
.2 |
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Consent of Hogan & Hartson L.L.P. (included in
Exhibit 5). |
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24 |
.1 |
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Power of Attorney (included on signature page to the
Registration Statement, File No. 333-124406, filed
April 28, 2005 and incorporated by reference herein). |
5