As filed with the Securities and Exchange Commission on November 1, 2012
Registration No. 333-164790
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
ON
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WESTERN LIBERTY BANCORP
(Exact name of registrant as specified in its charter)
Delaware | 26-0469120 | |
(State or other jurisdiction of incorporation or organization) | (IRS employer identification number) |
c/o Western Alliance Bancorporation
One E. Washington St., Suite 1400
Phoenix, Arizona 85004
(602) 389-3500
(Address of principal executive offices)
Western Liberty Bancorp Stock Option Plan (amended and restated on October 28, 2010)
(Full title of the Plan)
Robert Sarver
Chief Executive Officer
Western Alliance Bancorporation, as the successor company to Western Liberty Bancorp
One E. Washington St., Suite 1400
Phoenix, Arizona 85004
(602) 389-3500
(Name, address and telephone number of Agent for Service)
Copy to:
Stuart G. Stein, Esq.
Hogan Lovells US LLP
555 Thirteenth Street, N.W.
Washington, D.C. 20004-1109
(202) 637-8575
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 definitions of “large accelerated filer, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | x |
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the Registration Statement on Form S-8 (Registration Statement No. 333-164790) filed on March 30, 2012, as amended (the “Registration Statement”), pertaining to common stock, par value 0.0001 per share (the “Common Stock”) of Western Liberty Bancorp (“Western Liberty”) to be offered under the Western Liberty Bancorp Stock Option Plan (amended and restated on October 28, 2010).
On October 17, 2012, Western Alliance Bancorporation (“Western Alliance”) completed its acquisition of Western Liberty pursuant to an Agreement and Plan of Merger, dated as of August 17, 2012 (the “Merger Agreement”), by and between Western Alliance and Western Liberty. Under the terms of the Merger Agreement, Western Liberty merged with and into Western Alliance (the “Merger”), with Western Alliance being the surviving corporation of the Merger. As a result of the Merger, each outstanding share of Common Stock (other than shares to be cancelled in accordance with the terms of the Merger Agreement) was cancelled and converted into the right to receive, at the election of the stockholder, either $4.02 in cash or 0.4341 of a share of Western Alliance, subject to certain proration provisions.
As a result of the Merger, Western Liberty has terminated the offering of Western Liberty’s securities pursuant to the Registration Statement. In accordance with the undertaking made by Western Liberty in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered that remain unsold at the termination of the offering, Western Liberty hereby removes and withdraws from registration all securities registered pursuant to the Registration Statement that remain unsold.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Phoenix, State of Arizona, on November 1, 2012.
WESTERN ALLIANCE BANCORPORATION, | ||||
as successor company to Western Liberty Bancorp | ||||
By: | /s/ Dale M. Gibbons | |||
Name: | Dale M. Gibbons | |||
Title: | Executive Vice President and Chief Financial Officer |