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):   May 26, 2011


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 CFR 240.13e-4(c))



 
 
 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

       On May 26, 2011, Banner Corporation (“Company”) filed with the Secretary of State of the State of Washington Articles of Amendment to the Amended and Restated Articles of Incorporation of the Company, which effected a 1-for-7 reverse stock split.  The amendment to the Company’s Amended and Restated Articles of Incorporation is effective June 1, 2011.  A copy of the amendment is included as Exhibit 3.1 to this Form 8-K and incorporated herein by reference.
 
Item 8.01 Other Events

On May 31, 2011, the Company issued a press release announcing the 1-for-7 reverse stock split. Trading of the Company’s common stock on the NASDAQ Global Select Market on a split-adjusted basis is expected to begin at the open of trading on June 1, 2011.  The Company’s shares of common stock will continue to trade on the NASDAQ Global Select Market under the symbol “BANR” with the letter “D” added to the end of the trading symbol for a period of 20 trading days to indicate that the reverse stock split has occurred.  As a result of the reverse stock split, every seven shares of the Company’s common stock issued and outstanding immediately prior to the effective date will automatically be consolidated into one share of common stock.  No fractional shares of common stock will be issued by the Company in connection with the reverse stock split.  Cash will be paid for fractional shares based on the closing price of the common stock on May 31, 2011. A copy of the press release is included as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.
 
Item 9.01 Financial Statements and Exhibits

(d)      Exhibits

The following exhibits are being filed herewith and this list shall constitute the exhibit index:

          3.1
        Form of Articles of Amendment to the Amended and Restated Articles of Incorporation of Banner Corporation
 
       99.1                  Press Release of Banner Corporation dated May 31, 2011
 

 
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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:  June 1, 2011  By:    /s/Lloyd W. Baker                                 
           Lloyd W. Baker 
           Executive Vice President and 
           Chief Financial Officer 
 
 
 
 

 
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Exhibit 3.1

ARTICLES OF AMENDMENT
OF
BANNER CORPORATION

Banner Corporation , a corporation organized and existing under the laws of the State of Washington   (the “Corporation”), in accordance with the provisions of Chapter 23B.10 and Section 23B.06.020 of the Revised Code of Washington thereof, does hereby certify and submit for filing these Articles of Amendment to its Amended and Restated Articles of Incorporation:

FIRST:                       The name of the corporation is Banner Corporation.

SECOND:                  The amendment revised the first paragraph of Article IV of the Corporation’s Amended and Restated Articles of Incorporation to read as follows:

ARTICLE IV. Capital Stock .  The total number of shares of all classes of capital stock which the corporation has authority to issue is 50,500,000, of which 50,000,000 shall be common stock of par value of $0.01 per share, and of which 500,000 shall be serial preferred stock of par value $0.01 per share.  Upon the filing and effectiveness pursuant to the Washington Business Corporation Act of these Articles of Amendment (“Effective Time”), each seven (7) shares of common stock issued and outstanding immediately prior to the Effective Time shall be combined and changed into one (1) validly issued, fully paid and non-assessable share of common stock without any further action by the corporation or the holder thereof (the “reverse stock split”).  Any fractional shares resulting from the reverse stock split will not be issued (except as permitted below), but will be paid out in cash (without interest or deduction) in the amount equal to the number of shares exchanged into such fractional share multiplied by the closing trading price of the corporation’s common stock on the NASDAQ Global Select on the trading day immediately before the Effective Time.  Participants in the corporation’s Employee Stock Ownership Plan and Dividend Reinvestment and Direct Stock Purchase and Sale Plan will receive their whole and fractional shares resulting from the reverse stock split credited to their accounts.

THIRD:                      These Articles of Amendment to the Amended and Restated Articles of Incorporation do not provide for an exchange, reclassification or cancellation of any issued shares.

FOURTH:                  The amendment was adopted on April 26, 2011.

FIFTH:                       The amendment was duly approved by the shareholders of the Corporation in accordance with the provisions of Sections 23B.10.030 and 23B.10.040 of the Revised Code of Washington.

SIXTH:                       These Articles of Amendment shall be effective at 12:01 a.m., June 1, 2011.

[Remainder of page intentionally left blank]

 
 
 

SIGNATURE

Banner Corporation   has caused these Articles of Amendment to be signed by Lloyd W. Baker, its Executive Vice President and Chief Financial Officer, this 26 th day of May, 2011.
 
 
BANNER CORPORATION
   
   
  /s/Lloyd W. Baker                                   
  Lloyd W. Baker 
  Executive Vice President and 
  Chief Financial Officer 
 


                                                                           
 
 

 
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Exhibit 99.1
 
 
     
Contact: Mark J. Grescovich,
President & CEO
Lloyd W. Baker, CFO
(509) 527-3636
 
 
 
News Release

Banner Corporation Announces Effectiveness of Reverse Stock Split


Walla Walla, Washington (May 31, 2011) – Banner Corporation (NASDAQ GSM: BANR), the parent company of Banner Bank and Islanders Bank, today announced that it had filed an amendment to its Amended and Restated Articles of Incorporation with the Secretary of State of the State of Washington to effect the previously announced 1-for-7 reverse stock split.  The reverse stock split will take effect prior to the opening of the NASDAQ Global Select Market on June 1, 2011 and will be effective with respect to shareholders of record at the close of business on May 31, 2011 (the “Effective Time”).  At the Effective Time, every seven shares of Banner’s pre-split common shares will automatically be consolidated into one post-split share.

It is expected that Banner’s shares of common stock will continue to trade on the NASDAQ Global Select Market under the symbol “BANR” with the letter “D” added to the end of the trading symbol for a period of 20 trading days to indicate that the reverse stock split has occurred.  Following the 20 day period, the ticker symbol will revert to “BANR.”  In addition, Banner’s shares of common stock will also trade under a new CUSIP number effective June 1, 2011.

Shareholders as of the Effective Time will receive a letter of transmittal from the Company’s transfer agent with instructions regarding the surrender and exchange of common stock certificates.  Cash will be paid for fractional shares based on the closing price of the common stock on May 31, 2011.
 
Additional information regarding the reverse stock split can be found in Banner’s definitive proxy statement filed with the Securities and Exchange Commission on March 22, 2011.
 
About the Company
 
Banner Corporation is a $4.30 billion bank holding company operating two commercial banks in Washington, Oregon and Idaho.  Banner serves the Pacific Northwest region with a full range of deposit services and business, commercial real estate, construction, residential, agricultural and consumer loans.  Visit Banner Bank on the Web at www.bannerbank.com .
 
 
This press release contains statements that the Company believes are “forward-looking statements.” These statements relate to the Company’s financial condition, results of operations, plans, objectives, future performance or business. You should not place undue reliance on these statements, as they are subject to risks and uncertainties. When considering these forward-looking statements, you should keep in mind these risks and uncertainties, as well as any cautionary statements the Company may make. Moreover, you should treat these statements as speaking only as of the date they are made and based only on information then actually known to the Company.