Pacwest Bancorp - Current report filing (8-K)
14 Mai 2008 - 8:35PM
Edgar (US Regulatory)
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
May 14, 2008
Date of Report (Date of earliest event reported)
PACWEST BANCORP
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of
Incorporation)
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00-30747
(Commission File
Number)
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33-0885320
(I.R.S. Employer Identification No.)
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401 West A Street
San Diego, California 92101
(Address of principal executive offices and zip code)
(619) 233-5588
(Registrants telephone number, including area code)
FIRST COMMUNITY BANCORP
(Former name or
former address, if changed since last report)
Check the appropriate box below if the Form 8K is
intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (
see
General
Instruction A.2. below):
¨
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant
to Rule 14a12 under the Exchange Act (17 CFR 240.14a12)
¨
Precommencement
communications pursuant to Rule 14d2(b) under the Exchange Act (17
CFR 240.14d2(b))
¨
Precommencement communications pursuant to Rule 13e4(c) under
the Exchange Act (17 CRF 240.13e4(c))
Item 3.03
Material Modification to Rights of Security Holders.
On May 14, 2008, First Community Bancorp (the Company) changed
its state of incorporation from California to Delaware through a merger with
and into PacWest Bancorp, a Delaware corporation and wholly-owned subsidiary of
the Company established for such purpose.
The merger agreement relating to the reincorporation was approved by the
requisite vote of shareholders at the Companys Special Meeting of Shareholders
on April 23, 2008. In connection
with the reincorporation, the Company changed its name to PacWest Bancorp and
changed its ticker symbol on the NASDAQ Global Select Market to PACW. Other than the name change, change in ticker
symbol and change in corporate domicile, the reincorporation did not result in
any change in the business, physical location, management, assets, liabilities
or net worth of the Company, nor did it result in any change in location of the
Companys employees, including the Companys management. Furthermore, the Companys common stock will
continue to trade on the NASDAQ Global Select Market under a new ticker symbol PACW.
The reincorporation did not alter any shareholders percentage
ownership interest, or number of shares owned, in the Company. Shareholders are not required to undertake
any exchange of the Companys shares, as shares in the California company are
deemed to represent an equal number of shares in the Delaware company.
In accordance with Rule 12g-3(a) under the Securities
Exchange Act of 1934, as amended (the Exchange Act), the shares of common
stock of PacWest Bancorp, as successor issuer to the Company, are deemed to be
registered under Section 12(b) of the Exchange Act.
As of May 14, 2008, the effective date of the reincorporation, the
rights of the Companys shareholders began to be governed by the General
Corporation Law of the State of Delaware (the DGCL) and the Certificate of
Incorporation, as amended, and Bylaws of PacWest Bancorp attached hereto as
Exhibits 3.1 and 3.2, respectively. The
new Certificate of Incorporation and Bylaws of PacWest Bancorp include certain
new governance-related provisions which are required by the DGCL and may alter
the rights of shareholders and powers of management. For a description and discussion of these
changes, please refer to the Companys Proxy Statement on Schedule 14A filed
with the Securities and Exchange Commission on March 25, 2008, which
description is incorporated in its entirety herein by reference.
Attached hereto as Exhibit 99.1 is a copy of the Companys press
release dated May 14, 2008 with respect to the reincorporation of the
Company, which is incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits
(d) Exhibits.
Exhibit No.
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Description
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3.1
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Certificate of
Incorporation, as amended, of PacWest Bancorp, a Delaware corporation
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3.2
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Bylaws of
PacWest Bancorp, a Delaware corporation, dated April 22, 2008.
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99.1
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Press release
dated May 14, 2008
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2
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.
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FIRST
COMMUNITY BANCORP
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Date:
May 14, 2008
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By:
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/s/ Jared M.
Wolff
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Name: Jared M. Wolff
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Title: Executive
Vice President, General
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Counsel and Secretary
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3
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