Registration No. 333-164790
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
ON
FORM S-8 TO FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WESTERN
LIBERTY BANCORP
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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26-0469120
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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8363 W. Sunset Road, Suite 350
Las Vegas, Nevada
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89113
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(Address of Principal Executive Offices)
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(Zip Code)
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Western Liberty Bancorp Stock Option Plan
(amended and restated as of October 28, 2010)
(Full Title of the
Plan)
Patricia A. Ochal
Chief Financial Officer
Western Liberty Bancorp
8363 W. Sunset Road, Suite 350
Las Vegas, Nevada
(Name and Address of Agent for Service)
(702) 966-7400
(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Jeffrey A. Horwitz, Esq.
Frank J. Lopez
Proskauer Rose LLP
Eleven Times Square
New York, NY 10036
(212) 969-3000
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.
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Large accelerated filer
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¨
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Accelerated filer
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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x
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CALCULATION OF REGISTRATION FEE
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Title Of Securities
To Be Registered
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Amount
To Be
Registered
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Proposed
Maximum
Offering Price
Per Share(2)
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Proposed
Maximum
Aggregate
Offering Price(2)
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Amount Of
Registration Fee(2)
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Common Stock, par value $0.0001 per share
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246,952(1)
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NA
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NA
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NA
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(1)
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This Post-Effective Amendment No. 1 on Form S-8 to the Registration Statement on Form S-4 of Western Liberty Bancorp (the Registrant) covers 246,952
shares of common stock of the Registrant originally registered on the Registration Statement on Form S-4 of the Registrant (Registration No. 333-164790) (the Form S-4) to which this is an amendment. Such shares are issuable pursuant
to the Western Liberty Bancorp Stock Option Plan (amended and restated as of October 28, 2010).
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(2)
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A registration fee equal to $3,191.09 in respect of such shares of the Registrants common stock was paid in connection with the original filing on
February 8, 2010 of the Form S-4, which was originally declared effective on February 25, 2010, and the post-effective amendment thereto which was declared effective on August 31, 2010.
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EXPLANATORY NOTE
Western Liberty Bancorp, a Delaware corporation (the Registrant), hereby amends its Registration Statement on Form S-4
(Registration No. 333-164790), which was originally declared effective on February 25, 2010, the post-effective amendment thereto which was subsequently declared effective on August 31, 2010 (as amended, the Form S-4), by
filing this Post-Effective Amendment No. 1 on Form S-8 (the Post-Effective Amendment No. 1) relating to 246,952 shares (the Registered Shares) of the Registrants common stock, par value $0.0001 per share
(Registrant Common Stock). The Form S-4, as amended by this Post-Effective Amendment No. 1, is referred to herein as the Registration Statement.
The Registered Shares are issuable by the Registrant pursuant to options that were initially granted by Service1st Bank of Nevada (Service1st Bank) under the Stock Option Plan of Service1st
Bank of Nevada (the Service1st Plan). Effective October 28, 2010, Service1st Bank was acquired by the Registrant through a merger of Service1st Bank with and into WL-S1 Interim Bank, a wholly owned subsidiary of the Registrant
(Merger Sub), which we refer to as the merger, pursuant to the Agreement and Plan of Merger, dated as of November 6, 2009, as amended by the First Amendment to the Agreement and Plan of Merger, dated as of June 21,
2010 (as amended, the Merger Agreement), by and among the Registrant, Merger Sub, Service1st Bank and Curtis W. Anderson, as the representative of the former stockholders of Service1st Bank. In connection with the Merger, the Registrant
assumed the Service1st Plan and Service1st Banks rights and obligations under the Service1st Plan. Following the Merger, the Registrant amended and restated the Service1st Plan to, among other things, rename it the Western Liberty Bancorp
Stock Option Plan (amended and restated as of October 28, 2010) (the Option Plan). Pursuant to the Merger Agreement, at the effective time of the merger, each option granted under the Service1st Plan prior to the merger to purchase
shares of Service1st Bank common stock that was outstanding immediately prior to the completion of the merger was converted into an option, which we refer to as a converted option, to purchase shares of the Registrant Common Stock under the Option
Plan. The number of shares of the Registrant Common Stock subject to a converted option was determined by multiplying the number of shares of Service1st Bank common stock subject to the option by 47.5975 (the Exchange Ratio), rounding
the result down to the nearest whole number of shares of the Registrant Common Stock. The exercise price per share of the Registrant common stock subject to the converted option was determined by dividing the exercise price per share of Service1st
Bank common stock subject to the option by the Exchange Ratio, rounding the result up to the nearest whole cent. A converted option is otherwise subject to the terms applicable to the option immediately prior to the completion of the merger,
including any restriction on the exercisability of such option as in effect prior to the merger which remained in full force and effect following the merger, and the term, exercisability, and vesting schedule of such options remained unchanged
following the merger.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of
Documents by Reference.
The following documents filed with the Securities and Exchange Commission (the
Commission) by the Registrant are incorporated herein by reference:
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1.
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the Registrants Annual Report on Form 10-K/A for the fiscal year ended December 31, 2011;
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2.
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the Registrants Current Reports on Form 8-K filed with the Commission on January 17, 2012, March 13, 2012 and March 28, 2012; and
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3.
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the description of the Registrants Common Stock contained in its Registration Statement on Form 8-A filed with the Commission on November 6, 2007, as amended
on October 25, 2010, together with any subsequent amendment or report filed with the Commission for the purpose of updating this description.
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All documents subsequently filed by the Registrant 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 hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing such documents. 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 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.
In no event, however, will any information that the Registrant discloses under Item 2.02 or Item 7.01 of
any Current Report on Form 8-K that the Registrant may from time to time furnish to the Commission be incorporated by reference into, or otherwise become a part of, this Registration Statement. Any statement contained in a document that is deemed to
be incorporated by reference or deemed to be part of this Registration Statement after the most recent effective date may modify or replace existing statements contained in this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Second Amended and Restated Certificate of Incorporation of the Registrant provides that all directors, officers, employees and agents of the registrant shall be entitled to be indemnified by
Registrant to the fullest extent permitted by Section 145 of the Delaware General Corporation Law. The Second
Amended and Restated Certificate of Incorporation also provides that expenses incurred by an officer or director in defending any civil, criminal, administrative, or investigative action, suit or
proceeding for which such officer or director may be entitled to indemnification shall be paid by the Registrant in advance of the final disposition of such action, suit or proceeding upon receipt by the Registrant of an undertaking by or on behalf
of such officer or director to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Registrant under the Second Amended and Restated Certificate of Incorporation.
Section 145 of the Delaware General Corporation Law concerning indemnification of and advancement of expenses to officers,
directors, employees and agents is set forth below.
Section 145. Indemnification of officers, directors, employees and
agents; insurance.
(a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses
(including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person
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 the persons conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person 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 reasonable cause to believe that the persons conduct was unlawful.
(b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys fees) actually and reasonably incurred by the person in
connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other
court shall deem proper.
(c) To the extent that a present or former director or officer of a corporation has been successful
on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses
(including attorneys fees) actually and reasonably incurred by such person in connection therewith.
(d) Any
indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that
indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections
(a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit
or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion, or (4) by the stockholders.
(e) Expenses (including attorneys
fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including
attorneys fees) incurred by former directors and officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership,
joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.
(f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such persons official capacity and as to action in another capacity while
holding such office. A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to such provision after the occurrence of the
act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission
explicitly authorizes such elimination or impairment after such action or omission has occurred.
(g) A corporation shall have
power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such persons status as such, whether or not the
corporation would have the power to indemnify such person against such liability under this section.
(h) For purposes of this
section, references to the corporation shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving
at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting
or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.
(i) For purposes of this section, references to other enterprises shall include employee benefit plans; references to fines shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to serving at the request of the corporation shall include any
service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee
benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have
acted in a manner not opposed to the best interests of the corporation as referred to in this section.
(j) The
indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a person.
(k) The Court of Chancery is hereby vested
with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of
Chancery may summarily determine a corporations obligation to advance expenses (including attorneys fees).
The Registrants bylaws also generally provide that it will indemnify its current and former directors and officers and persons who,
while serving as a director or officer of the Registrant, act or acted at its request as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, employment benefit plan or other enterprise, against
all liability and loss suffered and expenses (including attorneys fees) actually and reasonably incurred, to the fullest extent permitted by the Delaware General Corporation Law. Likewise, the Registrants bylaws provide that it will pay
the expenses (including attorneys fees) incurred by any such person in defending any proceeding in advance of its final disposition, provided that such payment will be made only upon the receipt of an undertaking by such person to repay all
amounts if it is ultimately determined that such person is not entitled to indemnification. The Registrants bylaws further permit it to secure insurance on behalf of any officer, director or employee for any liability arising out of his or her
actions, regardless of whether Delaware law would permit indemnification. The Registrant has purchased a policy of directors and officers liability insurance that insures its directors and officers against the cost of defense, settlement
or payment of a judgment in some circumstances and insures it against its obligations to indemnify the directors and officers.
The Registrant is also party to agreements with its directors and officers to provide contractual indemnification in addition to the
indemnification provided in Registrants Second Amended and Restated Certificate of Incorporation. The Registrant believes that these provisions and agreements were necessary to attract qualified directors and officers.
In addition, the Registrant is a corporation organized under the laws of the State of Delaware, and Section 102(b)(7) of the
Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the directors duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions or (iv) for any transaction from which the director derived an improper personal benefit. The
Registrants Second Amended and Restated Certificate of Incorporation provides that its directors shall not be liable to it or its stockholders, except to the extent such exemption from liability or limitation thereof is not permitted under the
Delaware General Corporation Law.
Insofar as indemnification for liabilities arising under the Securities Act may be
permitted to Registrants directors, officers, and controlling persons pursuant to the foregoing provisions, or otherwise,
Registrant has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in a 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 the court of appropriate jurisdiction the
question whether such indemnification by Registrant is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
Paragraph B of Article Eighth of the Registrants Second Amended and Restated Certificate of Incorporation provides:
The Corporation, to the full extent permitted by Section 145 of the DGCL, as amended from time to time, shall indemnify all persons whom it may indemnify pursuant thereto. Expenses (including
attorneys fees) incurred by an officer or director in defending any civil, criminal, administrative, or investigative action, suit or proceeding for which such officer or director may be entitled to indemnification hereunder shall be paid by
the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation as authorized hereby.
The Registrants bylaws further provide that any
indemnification shall be made by Registrant to the fullest extent permitted by law only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because
he has met the applicable standard of conduct set forth in such section. Such determination shall be made: (i) by the Registrants board of directors by a majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding; (ii) if such quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the Registrants stockholders.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
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Exhibit No.
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Description
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4.1
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Second Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K, File
No. 001-33803, filed by the Registrant with the Commission on October 9, 2009)
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4.2
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Amended and Restated By-laws of the Registrant (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K, File No. 001-33803, filed by the
Registrant with the Commission on November 3, 2010)
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5.1
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Opinion of Proskauer Rose LLP (incorporated by reference to Exhibit 5.1 to the Registration Statement on Form
S-4 of the registrant (Registration No.
333-164790))
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23.1
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Consent of Crowe Horwath LLP*
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23.2
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Consent of Proskauer Rose LLP (included in Exhibit 5.1)
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24.1
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Powers of Attorney (included on the signature page of this Registration Statement)
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99.1
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Western Liberty Bancorp Stock Option Plan (amended and restated as of October 28, 2010)*
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Item 9. Undertakings.
(a)
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The undersigned Registrant hereby undertakes:
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(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 the 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 20% change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective Registration Statement; and
(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 the Registration Statement;
provided, however
, that paragraphs (a)(1)(i)
and (a)(1)(ii) of this section do not apply if 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.
(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 therein, 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.
(b)
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The undersigned Registrant hereby undertakes that, for 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 therein, 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)
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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 Commission such indemnification is against public policy as expressed in the Act 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 Act and will be governed by the final adjudication of such issue.
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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-8 and has duly caused this Post-Effective Amendment No. 1 on Form S-8 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Las Vegas, State of Nevada on this 29
th
day of March, 2012.
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WESTERN LIBERTY BANCORP
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By:
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/s/ William E. Martin
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William E. Martin
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Chief Executive Officer
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(Principal Executive Officer)
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears below hereby constitutes and appoints William E. Martin and Patricia A. Ochal, or any of them individually, such persons
true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for and in such persons name, place and stead, in the capacities indicated below, to sign this Post-Effective Amendment No. 1 on Form S-8
to the Registration Statement on Form S-4 of Western Liberty Bancorp and any and all amendments (including post-effective amendments) thereto, and to file or cause to be filed the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as such person might, or could, do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, 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 Post-Effective Amendment
No. 1 on Form S-8 to the Registration Statement on Form S-4 has been signed by the following persons in the capacities and on the date indicated.
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Signature
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Title
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Date
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/s/ William E. Martin
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Chief Executive Officer and Director
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March 29, 2012
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William E. Martin
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(Principal Executive Officer)
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/s/ Patricia A. Ochal
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Chief Financial Officer
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March 29, 2012
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Patricia A. Ochal
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(Principal Financial Officer)
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/s/ Michael B. Frankel
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Director, Chairman of the Board
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March 28, 2012
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Michael B. Frankel
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/s/ Terrence L. Wright
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Director, Vice Chairman of the Board
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March 29, 2012
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Terrence L. Wright
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/s/ Jason N. Ader
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Director
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March 27, 2012
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Jason N. Ader
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/s/ Richard A.C. Coles
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Director
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March 29, 2012
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Richard A. C. Coles
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/s/ Curtis W. Anderson
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Director
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March 27, 2012
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Curtis W. Anderson
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EXHIBIT INDEX
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Exhibit No.
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Description
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4.1
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Second Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K, File
No. 001-33803, filed by the Registrant with the Commission on October 9, 2009)
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4.2
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Amended and Restated By-laws of the Registrant (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K, File No. 001-33803, filed by the
Registrant with the Commission on November 3, 2010)
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5.1
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Opinion of Proskauer Rose LLP (incorporated by reference to Exhibit 5.1 to the Registration Statement on Form S-4 of the registrant (Registration No. 333-164790))
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23.1
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Consent of Crowe Horwath LLP*
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23.2
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Consent of Proskauer Rose LLP (included in Exhibit 5.1)
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24.1
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Powers of Attorney (included on the signature page of this Registration Statement)
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99.1
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Western Liberty Bancorp Stock Option Plan (amended and restated as of October 28, 2010)*
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Grafico Azioni Western Liberty Bancorp (MM) (NASDAQ:WLBC)
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Grafico Azioni Western Liberty Bancorp (MM) (NASDAQ:WLBC)
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