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| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
| (Amendment No. One) |
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| | [X] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES |
| | EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008 |
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| OR |
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| | [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES |
| | EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________to________ |
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| Commission File Number 0-26584 |
| BANNER CORPORATION |
| (Exact name of registrant as specified in its charter) |
| | Washington | 91-1691604 |
| | (State or other jurisdiction of incorporation | (I.R.S. Employer |
| | or organization) | Identification Number) |
| 10 South First Avenue, Walla Walla, Washington 99362 |
| (Address of principal executive offices and zip code) |
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| Registrant’s telephone number, including area code: (509) 527-3636 |
| ____________________________________________ |
|
| Securities registered pursuant to Section 12(b) of the Act: |
| Common Stock, par value $.01 per share | The Nasdaq Stock Market LLC |
| (Title of Each Class) | (Name of Each Exchange on Which Registered) |
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| Securities registered pursuant to section 12(g) of the Act: |
| None. |
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| Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act | Yes ___ | | No X | |
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| Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act | Yes ___ | | No X | |
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| Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject |
| to such filing requirements for the past 90 days. | Yes | X | | No | ______ | |
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| Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form |
| 10-K or any amendment to this Form 10-K. | X | |
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| 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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act: |
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| Large accelerated filer | __________ | Accelerated filer | X | Non-accelerated filer_______ | Smaller reporting company__________ | |
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| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) | Yes ________ | | No X | |
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The aggregate market value of the voting and nonvoting common equity held by nonaffiliates of the registrant based on the closing sales price of the registrant’s common stock quoted on The Nasdaq Stock Market on June 30, 2008, was: |
| Common Stock - $144,464,799 |
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(The exclusion from such amount of the market value of the shares owned by any person shall not be deemed an admission by the Registrant that such person is an affiliate of the Registrant.) |
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| The number of shares outstanding of the registrant’s classes of common stock as of February 27, 2009: |
| Common Stock, $.01 par value – 17,472,692 shares |
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| Documents Incorporated by Reference |
| Portions of Proxy Statement for Annual Meeting of Shareholders to be held April 28, 2009 are incorporated by reference into Part III. |
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EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A amends our Annual Report on Form 10-K for the year ended December 31, 2008, initially filed with the Securities and Exchange Commission on March 16, 2009 (“Original Form 10-K”). This amendment is being filed to correct the consent provided by the Company’s independent registered public accounting firm and filed as Exhibit 23.1. The consent inadvertently did not include a reference to the Registration Statement on Form S-3 (File No. 333-139520) and has been corrected in this amendment. No other changes to the Original Form 10-K have been made.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 4th day of December 2009.
| | BANNER CORPORATION (Registrant) |
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| | By: /s/Lloyd W. Baker |
| | Lloyd W. Baker |
| | Chief Financial Officer |
EXHIBIT INDEX
| Exhibit No. | | Description of Exhibit |
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| 23.1 | | Consent of Independent Registered Public Accounting Firm |
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| 31.1 | | Certification of Chief Executive Officer pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d- 14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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| 31.2 | | Certification of Chief Financial Officer pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d- 14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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| 32.0 | | Certificate of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. |
