425

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): June 24, 2010

Western Liberty Bancorp
(Exact name of registrant as specified in its charter)

Delaware	001-33803	26-0469120
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1370 Avenue of the Americas, 28th Floor, New York, New York	10019
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 445-7800

(Former name or former address if changed since last report.)

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:

þ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

WESTERN LIBERTY BANCORP (“WLBC”) INTENDS TO FILE A POST-EFFECTIVE AMENDMENT TO ITS PROSPECTUS WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) IN CONNECTION WITH THE PROPOSED TRANSACTION WITH SERVICE1^ST BANK OF NEVADA (THE “PROSPECTUS”). STOCKHOLDERS OF WLBC AND OTHER INTERESTED PERSONS ARE ADVISED TO READ, WHEN AVAILABLE, THE PROSPECTUS BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. STOCKHOLDERS WILL BE ABLE TO OBTAIN A COPY OF THE PROSPECTUS, WITHOUT CHARGE, BY DIRECTING A REQUEST TO: WESTERN LIBERTY BANCORP, 1370 AVENUE OF THE AMERICAS, 28TH FLOOR, NEW YORK, NEW YORK, 10019, ATTENTION: MR. ANDREW NELSON. FREE COPIES OF THESE DOCUMENTS, ONCE AVAILABLE, CAN ALSO BE OBTAINED, WITHOUT CHARGE, AT THE SEC’S INTERNET SITE (HTTP://WWW.SEC.GOV). IN ADDITION TO THE PROSPECTUS, WLBC FILES ANNUAL, QUARTERLY AND SPECIAL REPORTS, PROXY STATEMENTS AND OTHER INFORMATION WITH THE SEC.

WLBC’S PROPOSED ACQUISITION OF SERVICE1^ST IS SUBJECT TO APPROVALS FROM THE FEDERAL RESERVE BOARD, THE FDIC, THE NEVADA DIVISION OF FINANCIAL INSTITUTIONS AND OTHER APPLICABLE STATE BANKING AUTHORITIES. AS A CORPORATION NOT CURRENTLY SUBJECT TO BANK SUPERVISORY REGULATION, WLBC’S APPLICATIONS TO BECOME A BANK HOLDING COMPANY FOR A NEVADA-BASED COMMUNITY BANK ARE SUBJECT TO DIFFERENT STATUTORY APPROVAL PROCESSES MAINTAINED BY SEVERAL FEDERAL AND STATE BANK REGULATORY AGENCIES WITH SUPERVISORY OVERSIGHT AND JURISDICTION OF THE CONTEMPLATED TRANSACTIONS AND THE BANKS THAT ARE PARTIES TO THE CONTEMPLATED TRANSACTIONS. APPROVAL TERMS GRANTED BY THESE FEDERAL AND STATE BANK REGULATORY AGENCIES MAY INCLUDE TERMS AND CONDITIONS MORE ONEROUS THAN WLBC MANAGEMENT CONTEMPLATES, AND APPROVAL MAY NOT BE GRANTED IN THE TIMEFRAMES DESIRED BY THE PARTIES TO THE CONTEMPLATED TRANSACTIONS. BANK REGULATORY APPROVAL, IF GRANTED, MAY CONTAIN TERMS THAT RELATE TO DETERIORATING REAL ESTATE LENDING AND INDUSTRY ABUSES BOTH NATIONALLY AND IN NEVADA; BANK REGULATORY SUPERVISORY REACTIONS TO THE CURRENT ECONOMIC DIFFICULTIES MAY NOT BE SPECIFIC TO WLBC ITSELF.

This report and the exhibits hereto are not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction with Service1^st and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of WLBC, Service1^st or any of their affiliates, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

This report and the exhibits hereto include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include, but are not limited to, statements regarding WLBC’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this report are based on WLBC’s current expectations and beliefs concerning future developments and their potential effects on WLBC and speak only as of the date of such statement. There can be no assurance that future developments affecting WLBC will be those that WLBC has anticipated.

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These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, (i) the risk that, following the consummation of the transaction between WLBC and Service1^st (the “Merger”), the businesses of WLBC and Service1^st will not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; (ii) expected revenue synergies and cost savings from the Merger may not be fully realized or realized within the expected time frame; (iii) revenues following the Merger may be lower than expected; (iv) deposit attrition, operating costs, customer loss and business disruption following the Merger, including, without limitation, difficulties in maintaining relationships with employees, may be greater than expected; (v) the ability to obtain governmental and regulatory approvals of the Merger on its proposed terms; (vi) the failure of Service1^st’s stockholders to approve the Merger; (vii) local, regional, national and international economic conditions and the impact they may have on Service1^st upon consummation of the Merger and its customers and WLBC’s assessment of that impact; (viii) changes in interest rates, spreads on earning assets and interest-bearing liabilities, and interest rate sensitivity; (ix) prepayment speeds, loan originations and credit losses; (x) sources of liquidity; (xi) WLBC’s common shares outstanding and common stock price volatility; (xii) fair value of and number of stock-based compensation awards to be issued in future periods; (xiii) legislation affecting the financial services industry as a whole, and/or the parties to the Merger individually or collectively; (xiv) regulatory supervision and oversight, including required capital levels; (xv) increasing price and product/service competition by competitors, including new entrants; (xvi) rapid technological developments and changes; (xvii) following the consummation of the Merger, Service1^st’s ability to continue to introduce competitive new products and services on a timely, cost-effective basis; (xviii) following the consummation of the Merger, Service1^st’s ability to contain costs and expenses; (xix) governmental and public policy changes; (xx) protection and validity of intellectual property rights; (xxi) reliance on large customers; (xxii) technological, implementation and cost/financial risks in large, multi-year contracts; (xxiii) the outcome of pending and future litigation and governmental proceedings; (xxiv) continued availability of financing; (xxv) financial resources in the amounts, at the times and on the terms required to support Service1^st’s future businesses; and (xxvi) material differences in the actual financial results of acquisitions and acquisition activities compared with WLBC’s expectations, including the full realization of anticipated cost savings and revenue enhancements. Additional factors that could cause WLBC’s results to differ materially from those described in the forward-looking statements can be found under the heading “Risk Factors” filed in WLBC’s Annual Report on Form 10-K for the year ended December 31, 2009. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. WLBC undertakes no obligation to publicly revise these forward-looking statements whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. For further discussion of certain factors that may cause such forward-looking statements to differ materially from actual results, refer to WLBC’s Form 10-K for fiscal year 2009 and WLBC’s other public documents which are available on the SEC’s internet site (http://www.sec.gov).

All subsequent written and oral forward-looking statements attributable to any of matters or entities discussed in this report or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made.

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Item 1.01. Entry Into a Material Definitive Agreement

Background

On November 6, 2009, Western Liberty Bancorp, a Delaware corporation (“WLBC”), entered into a Merger Agreement (the “Merger Agreement”) with WL-S1 Interim Bank, a Nevada corporation (“Merger Sub”), Service1^st Bank of Nevada, a Nevada-chartered non-member bank (“Service1^st”) and Curtis W. Anderson, as representative of the former stockholders of Service1^st, which provides for the merger (the “Acquisition”) of Merger Sub with and into Service1^st, with Service1^st being the surviving entity and becoming WLBC’s wholly-owned subsidiary.

The Merger Agreement appears as Exhibit 2.1 to WLBC’s Current Report on Form 8-K previously filed with SEC on November 9, 2009 and is incorporated herein by reference.

First Amendment to the Agreement and Plan of Merger

On June 21, 2010, WLBC entered into a First Amendment (the “Amendment”) to the Merger Agreement. The terms of the Amendment include: (i) revising the definition of Base Acquisition Consideration (as defined in the Merger Agreement) so that the Base Merger Consideration will now be equal to the tangible book value of Service1^st at the close of business on the last day of the month immediately before the closing of the acquisition, (ii) revising the definition of Contingent Acquisition Consideration (as defined in the Merger Agreement) to remove the condition so that 120% of Service1^st’s tangible book value at closing must exceed $35 million in order for Service1^st’s stockholders to receive such consideration, (iii) increasing WLBC’s commitment to contribute capital to Service1^st at the closing of the Acquisition from $15.0 million to $25.0 million, and (iv) conditioning WLBC consummating the Acquisition on the termination of the Amended and Restated Employment Agreement (the “Gaynor Employment Agreement”), dated as of February 8, 2010, between John Gaynor and WLBC. Mr. Gaynor, who was never an employee of WLBC and who has announced his intent to retire as President and Chief Operating Officer of Service1^st, was to serve as President and Chief Operating Officer of WLBC and as the President and Chief Operating Officer of Service1^st upon completion of the Acquisition.

The foregoing summaries of the Amendment, the Merger Agreement, and the transactions contemplated thereby do not purport to be complete and are subject to, and are qualified in their entirety by, the Amendment and the Merger Agreement. A copy of the Amendment is attached hereto as Exhibit 2.1 and is incorporated by reference into this Current Report on Form 8-K.

Item 1.02 Termination of a Material Definitive Agreement

On June 21, 2010, as described above, WLBC and Mr. Gaynor terminated the Gaynor Employment Agreement. The foregoing summary of the Gaynor Employment Agreement and the transactions contemplated thereby do not purport to be complete and are subject to, and are qualified in their entirety by, the Gaynor Employment Agreement. The Gaynor Employment Agreement appears as Exhibit 10.2 to WLBC’s Current Report on Form 8-K previously filed with the SEC on February 8, 2010.

Item 8.01 Other Events

Effective upon the consummation of the Acquisition, the size of WLBC’s board of directors will be increased to nine members. In addition to the previously announced members of Service1^st’s board of directors and management who will serve as members of WLBC’s board of directors, Curtis W. Anderson also will serve as a member of WLBC’s board of directors from and after the closing of the Acquisition until the first annual meeting of stockholders following the closing of the Acquisition or until his successor is elected and qualified.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

2.1 First Amendment to the Agreement and Plan of Merger, dated June 21, 2010, among Western Liberty Bancorp, WL-S1 Interim Bank, Service1^st Bank of Nevada and Curtis W. Anderson

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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.

	WESTERN LIBERTY BANCORP
Date: June 24, 2010	By:	/s/ Jason N. Ader
		Name:	Jason N. Ader
		Title:	Chief Executive Officer

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EXHIBIT INDEX

Exhibit

2.1 First Amendment to the Agreement and Plan of Merger, dated June 21, 2010, among Western Liberty Bancorp, WL-S1 Interim Bank, Service1^st Bank of Nevada and Curtis W. Anderson

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EX-2.1

Exhibit 2.1

FIRST AMENDMENT TO
AGREEMENT AND PLAN OF MERGER

This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER dated June 21, 2010 (this “Amendment”), is made to the Agreement and Plan of Merger dated as of November 6, 2009 (the “Merger Agreement”), by and among WESTERN LIBERTY BANCORP, a Delaware corporation with its principal place of business in New York, New York (“Parent”), WL-S1 INTERIM BANK, a Nevada corporation, SERVICE1ST BANK OF NEVADA, a Nevada-chartered non-member bank (“Bank”), and CURTIS W. ANDERSON, an individual, as the representative of the Persons who will be former stockholders of Bank after the Closing. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

RECITALS

WHEREAS, pursuant to Section 12.5 of the Merger Agreement, Parent and Bank wish to amend the Merger Agreement as set forth in this Amendment.

NOW THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements herein contained, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Parent and Bank hereby agree as follows:

1. Amendments.

a. Merger Consideration.  Clauses (i) and (ii) of Section 3.2(a) of the Merger Agreement are hereby deleted in their entirety and replaced with the following:

(i) an amount (the “Base Merger Consideration”) equal to:

(A) the Tangible Book Value of Bank as of the Valuation Date as calculated pursuant to Section 4.1, minus

(B) all Bank-Borne Transaction Expenses, minus

(C) $1,000,000; and

(ii) if at any time during the first two years after the Effective Time, either (x) Parent Common Stock shall have closed trading on the New York Stock Exchange or such other national securities exchange (a “National Exchange”) on which Parent Common Stock is then listed at a price in excess of $12.75 per share (as reported in the Wall Street Journal or, if not reported thereby, an alternative chosen mutually by Parent and Bank) for thirty (30) consecutive trading days or (y) in the event Parent Common Stock is not listed on a National Exchange, if Parent Common Stock shall have closed trading on the Over-the-Counter Bulletin Board at a price in excess of $12.75 per share (as reported in the Wall Street Journal or, if not reported thereby, an alternative chosen mutually by Parent and Bank) for thirty (30) consecutive trading days, an additional amount equal to the following (such amount, if payable, the “Contingent Merger Consideration”): 20% of the Tangible Book Value as of the Valuation Date as calculated pursuant to Section 4.1.

b. References to Merger Agreement.  The term “Agreement” as defined in the recitals and Schedule II of the Merger Agreement is hereby amended to refer to the Merger Agreement, as amended, restated, modified or otherwise supplemented from time to time, including without limitation, by this Amendment.

c. References to Date of the Merger Agreement.  Notwithstanding the execution of this Amendment, any and all references in the Merger Agreement to the date of the “Agreement” shall be a reference to November 6, 2009.

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d. Material Adverse Effect.

i. The date “December 31, 2008” in Section 5.18(b) of the Merger Agreement is hereby replaced with “March 31, 2010”.

ii. The words “the Balance Sheet Date” in Section 10.2(f) of the Merger Agreement are hereby replaced with “March 31, 2010”.

e. Post-Effective Amendment to Registration Statement.  A new Section 7.12 is hereby added to the Merger Agreement reading in its entirety as follows:

Section 7.11.  Post-Effective Amendment to Registration Statement.  In accordance with the provisions of Section 8.4(b) of the Merger Agreement, (i) Parent shall file with the SEC as promptly as practicable after the date of the First Amendment to Agreement and Plan of Merger, dated June 21, 2010 among the parties to this Agreement (the “Amendment”), a post-effective amendment to the Registration Statement to amend the Registration Statement to reflect the terms of the Amendment (the “Registration Statement Amendment”), (ii) Parent and Bank shall use reasonable best efforts to have the Registration Statement Amendment declared effective as soon as practicable and (iii) as required by Applicable Law, Bank shall disseminate the information contained in the Registration Statement Amendment to the Bank Stockholders; provided, however, that no amendment will be filed and no such information shall be otherwise disseminated without prior consultation between Parent and Bank and providing Parent and Bank with a reasonable opportunity to review and comment on such amendment. For the avoidance of doubt, the provisions of this Agreement relating to the Registration Statement, including Section 7.10, shall to the extent reasonably applicable apply to the Registration Statement Amendment mutatis mutandis.

f. Bank Proxy Statement; Meeting of the Bank Stockholders.  A new Section 7.13 is hereby added to the Merger Agreement reading in its entirety as follows:

Section 7.13.  Bank Proxy Statement; Meeting of the Bank Stockholders.  Bank shall prepare promptly following the date of the Amendment an amended Bank Proxy Statement to reflect the terms of this Amendment. Bank, acting through the Bank Board, shall take all actions in accordance with Nevada Law, the Articles of Incorporation and Bylaws of Bank and all other Applicable Laws to mail such amendment to the Bank Proxy Statement and duly call and give notice of as promptly as practicable after the Registration Statement Amendment shall have become effective, and to convene and hold, as promptly as practicable thereafter, a meeting of the Bank Stockholders, or otherwise solicit written consents of the Bank Stockholders, to obtain the Bank Stockholder Approval of the Merger Agreement, as amended by the terms of the Amendment, and the Related Documents, and the performance by Bank of the Merger and the other transactions contemplated by the Agreement and the Related Documents. For the avoidance of doubt, the provisions of this Agreement relating to the Proxy Statement, including Section 7.10, shall to the extent reasonably applicable apply to the amended Bank Proxy Statement mutatis mutandis.

g. Meeting of Parent’s Stockholders.  The phrase “as promptly as practicable after the Registration Statement shall have become effective” contained in the first sentence of Section 8.5(a) of the Merger Agreement is hereby deleted in its entirety and replaced with the following phrase: “as promptly as practicable after the making of any such determination, if any, by the Parent Board”.

h. Exclusivity; Superior Bank Proposal.  The reference to “Section 11.2(b)(iv)” contained in Section 7.9(c) of the Merger Agreement is hereby replaced with “Section 11.2(b)(vi)”.

i. Additional Capital.  The reference to “$15,000,000” in Section 8.7 of the Merger Agreement is hereby replaced with “$25,000,000”.

j. Bank-Designated Director.  Bank Schedule 8.8 of the Merger Agreement is hereby amended to replace the name “Kenny C. Guinn” with “Curtis Anderson”.

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k. Employment of John Gaynor.  Section 10.2(h) is hereby replaced in its entirety with the following:

(h) Certain Employment Arrangements.  (i) Mr. Martin shall continue to be employed by Bank and/or Parent, (ii) the Employment Agreement entered into by Parent with Mr. Martin shall remain in full force and effect, except in the case of death or disability, and (iii) the Employment Agreement entered into by Parent with Mr. Gaynor shall have been terminated without any liability to Bank, Parent or any of their Affiliates and otherwise on terms and conditions reasonably acceptable to Parent; provided, however, that the condition set forth in clause (ii) shall not apply with respect to any Employment Agreement that has been terminated by Parent (other than as required by Applicable Law or if Parent reasonably believes that such termination is required in order to obtain Regulatory Approvals as a result of discussions with Bank Regulators, and Parent provides Bank with written notice of the termination of such Employment Agreement specifying in reasonable detail the basis on which Parent’s reasonable belief for such termination is based).

2. Miscellaneous Provisions.  Sections 12.2, 12.3, 12.5, 12.6, 12.7, 12.8, 12.9, 12.10 and 12.11 of the Merger Agreement are incorporated into this Amendment by reference as if they were a part hereof and for the purposes of this Section 2, each reference to the “Agreement” therein shall be construed as a reference to this Amendment.

3. Survival of Merger Agreement.  Except as amended hereby, all the terms of the Merger Agreement shall remain in full force and effect. This Amendment amends certain provisions of the Merger Agreement and together with the Merger Agreement sets forth the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and thereof.

SIGNATURES ON THE FOLLOWING PAGE

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IN WITNESS WHEREOF, each of the undersigned Amendment has caused this Amendment to be duly executed and delivered as of the date first written above.

Parent:

WESTERN LIBERTY BANCORP

By:  /s/  Jason N. Ader

Name:     Jason N. Ader

Title:  Chairman

Bank:

SERVICE1ST BANK OF NEVADA

By:  /s/  William E. Martin

Name:     William E. Martin

Title:  Vice Chairman & CEO

ACKNOWLEDGED AND AGREED TO BY:

/s/  Curtis W. Anderson

CURTIS W. ANDERSON, in his capacity as

the Former Stockholders’ Representative

WL-S1 INTERIM BANK

By:  /s/  Jason N. Ader

Name:     Jason N. Ader

Title:  Chairman

[SIGNATURE PAGE TO FIRST AMENDMENT TO MERGER AGREEMENT]

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