As filed with the Securities and
Exchange Commission on May 16, 2008.
Registration
No. 333-124948
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
To
FORM S-3
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
PACWEST BANCORP
(Exact Name of Registrant
as Specified in Its Charter)
DELAWARE
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33-0885320
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(State or Other
Jurisdiction of
Incorporation or Organization)
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(IRS Employer
Identification Number)
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401 West A Street
San Diego, California 92101
(619) 233-5588
(Address, including zip
code, and telephone number, including
area code, of registrants principal executive offices)
Jared M. Wolff
Executive Vice President, General
Counsel and Secretary
10250 Constellation Boulevard, Suite 1640
Los Angeles, California 90067
(310) 728-1023
(Name, address, including
zip code, and telephone number,
including area code, of agent for service)
with a copy to:
Patrick
S. Brown
Sullivan &
Cromwell LLP
1888 Century Park
East
Los Angeles, California 90067
(310) 712-6600
Approximate
date of commencement of proposed sale to the public: From time to time after
this registration statement becomes effective.
If the only
securities being registered on this form are being offered pursuant to dividend
or interest reinvestment plans, please check the following box.
o
If any of the
securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933,
other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.
x
If this form is
filed to register additional securities for an offering pursuant to Rule 462(b) under
the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
o
If this form is a
post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
o
If this Form is
a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act,
check the following box.
o
If this Form is
a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities
Act, please check the following box.
o
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. (Check one):
Large
accelerated filer
x
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Accelerated
filer
o
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Non-accelerated
filer
o
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Smaller
reporting company
o
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(Do not check if a
smaller reporting company)
CALCULATION OF REGISTRATION FEE
Title of securities
to be registered
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Amount
to be
registered (1)
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Proposed maximum
offering price
per unit(2)
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Proposed maximum
aggregate
offering price(2)
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Amount of
registration
fee
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See Below (1)
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NA
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NA
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NA
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NA
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(1)
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No additional
securities are to be registered, and registration fees were paid upon filing
of the original Registration Statement on Form S-3 (File Nos.
333-124948). Therefore no further registration fee is required.
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Post-Effective Amendment No. 1
to Form S-3
EXPLANATORY STATEMENT
Reincorporation; Assumption of Registration
Statement
This
Post-Effective Amendment is being filed pursuant to Rule 414 under the
Securities Act of 1933, as amended (the Securities Act), and constitutes
Amendment No. 1 to the registration statement on Form S-3 (File Nos.
333-124948) (the Registration Statement) by First Community Bancorp, a
California corporation (First Community) and the predecessor of PacWest
Bancorp, a Delaware corporation (PacWest or the Registrant). PacWest
succeeded to the interests of First Community following a reincorporation
effected pursuant to an Agreement and Plan of Merger, dated as of March 25,
2008 (the Merger Agreement), between PacWest and First Community. The Merger
Agreement provided for, among other things, the merger of First Community with
and into PacWest, a wholly owned subsidiary of First Community (the Merger).
The Merger Agreement was approved by the shareholders of First Community at a
special meeting of shareholders on April 23, 2008 for which proxies were
solicited pursuant to Section 14(a) of the Securities Exchange Act of
1934, as amended (the Exchange Act).
As a
result of the Merger, upon the effective date of the Merger, each outstanding
share of First Community common stock, no par value, was automatically
converted into one share of common stock, $0.01 par value, of the
Registrant. Immediately prior to the
consummation of the Merger, the Registrant had nominal assets and liabilities.
In
accordance with paragraph (d) of Rule 414 of the Securities Act,
except as modified by this Post-Effective Amendment No. 1, the Registrant,
as successor issuer to First Community, hereby expressly adopts the
Registration Statement as its own registration statement for all purposes of
the Securities Act and the Exchange Act.
The applicable registration fees were paid at the time of the original
filing of this Registration Statement.
PART II
INFORMATION NOT REQUIRED IN
PROSPECTUS
Item
15. Indemnification of Directors and
Officers.
Section 145
of the Delaware General Corporation Law (the DGCL) empowers a corporation to
indemnify its directors and officers and to purchase insurance with respect to
liability arising out of their capacity or status as directors and officers,
provided that these provisions shall not eliminate or limit the liability of a
director: (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) arising
under Section 174 of the DGCL, or (iv) for any transaction from which
the director derived an improper personal benefit. The DGCL provides further
that the indemnification permitted thereunder shall not be deemed exclusive of
any other rights to which the directors and officers may be entitled under the
corporations bylaws, any agreement, vote of stockholders or otherwise.
Article IX
of the Certificate of Incorporation of PacWest, as amended (the Certificate)
provides that the corporation is authorized to indemnify any person serving as
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, to
the fullest extent permissible under Delaware law. Under the DGCL, the
directors have a fiduciary duty to the Registrant which is not eliminated by
these provisions of the Certificate and, in appropriate circumstances,
equitable remedies such as injunctive or other forms of non-monetary relief
will remain available to the company. These provisions also do not affect the
directors responsibilities under any other laws, such as the Federal
securities laws or state or Federal environmental laws. The Registrant has
obtained liability insurance for its officers and directors.
Article VI
of the Bylaws of PacWest provides that PacWest shall indemnify to the full
extent permitted by law any person made or threatened to be made a party to any
action, suit or proceeding, whether civil, criminal,
2
administrative or investigative, by reason of the fact
that such person or such persons testator or intestate is or was a director,
officer or employee of PacWest or serves or served at the request of PacWest
any other enterprise as a director, officer or employee, Expenses including
attorneys fees, incurred by any such person in defending any such action, suit
or proceeding shall be paid or reimbursed by PacWest promptly upon receipt by
it of an undertaking of such person to repay such expenses if it shall
ultimately be determined that such person is not entitled to be indemnified by
PacWest.
At
present, there is no pending litigation or proceeding involving any director,
officer, employee or agent as to which indemnification will be required or
permitted under the Certificate. PacWest is not aware of any threatened
litigation or proceeding that may result in a claim for indemnification.
Item 16. Exhibits.
Exhibit No.
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Description
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2.1
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Agreement and Plan of
Merger between First Community Bancorp, a California corporation, and PacWest
Bancorp, a Delaware corporation, dated as of March 25, 2008
(Exhibit A of the Definitive Proxy Statement on Schedule 14A filed on
March 25, 2008 and incorporated herein by reference).
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4.1
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Certificate of
Incorporation of PacWest Bancorp, a Delaware corporation, as amended
(Exhibit 3.1 of Form 8-K filed on May 14, 2008 and
incorporated herein by reference).
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4.2
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Bylaws of PacWest
Bancorp, a Delaware corporation (Exhibit 3.2 of Form 8-K filed on
May 14, 2008 and incorporated herein by reference).
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5.1
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Opinion of Jared M.
Wolff, Esq. as to the validity of the Common Stock.
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23.1
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Consent of KPMG LLP
(independent auditors for PacWest Bancorp).
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23.2
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Consent of Jared M.
Wolff, Esq. (included in his opinion filed as Exhibit 5.1).
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24.1
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Power of Attorney
(included on signature page of this registration statement).
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Item 17.
Undertakings
(a)
The undersigned Registrant hereby
undertakes:
(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 a 20
percent change in the maximum aggregate offering price set forth in the Calculation
of Registration Fee table in the effective registration statement; and
3
(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), (a)(1)(ii) and (a)(1)(iii) 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 this
registration statement, or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is part of 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; and
(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.
(4)
That, for the purpose of determining
liability under the Securities Act of 1933 to any purchaser: if the Registrant
is relying on Rule 430B:
(i)
Each prospectus filed by the Registrant
pursuant to Rule 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was deemed part of
and included in the registration statement; and
(ii)
Each prospectus required to be filed
pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a
registration statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii) or (x), for the purpose of
providing the information required by Section 10(a) of the Securities
Act of 1933 shall be deemed to be part of and included in the registration
statement as of the earlier of the date it is first used after effectiveness or
the date of the first contract of sale of securities in the offering described
in the prospectus. As provided in Rule 430B, for liability purposes of the
issuer and any person that is at that date an underwriter, such date shall be
deemed to be a new effective date of the registration statement relating to the
securities in the registration statement to which that prospectus relates, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the registration
statement or the prospectus that was part of the registration statement or made
in any such document immediately prior to such effective date.
4
(5)
That, for the purpose of determining
liability of the Registrant under the Securities Act of 1933 to any purchaser
in the initial distribution of the securities:
The undersigned Registrant undertakes that in a primary offering of
securities of the undersigned Registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to
the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, the undersigned Registrant will be a
seller to the purchaser and will be considered to offer or sell such securities
to such purchaser:
(i)
Any preliminary prospectus or prospectus
of the undersigned Registrant relating to the offering required to be filed
pursuant to Rule 424;
(ii)
Any free writing prospectus relating to
the offering prepared by or on behalf of the undersigned Registrant or used or
referred to by the undersigned Registrant;
(iii)
The portion of any other free writing prospectus
relating to the offering containing material information about the undersigned
Registrant or its securities provided by or on behalf of the undersigned
Registrant; and
(iv)
Any other communication that is an offer
in the offering made by the undersigned Registrant to the purchaser.
(b)
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 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.
(c)
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 Securities and Exchange 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 Securities Act and will be governed by the final adjudication
of such issue.
(d)
The undersigned registrant hereby
undertakes that:
(1)
For purposes of determining any liability
under the Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in reliance upon Rule 430A
and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of
this registration statement as of the time it was declared effective.
(2)
For the purposes of determining any
liability under the Securities Act of 1933, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time be deemed to be the initial
bona fide
offering thereof.
5
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-3 and has duly caused this Post
Effective Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Los Angeles, State of California, on
this 15th day of May, 2008.
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PACWEST BANCORP
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By
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/s/ JARED M. WOLFF
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Name:
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Jared M. Wolff
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Title:
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Executive Vice
President,
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General Counsel and
Secretary
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Power Of Attorney
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Matthew P. Wagner, Victor R. Santoro and Jared M.
Wolff, and each of them, each with full power to act without the other, his or
her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file 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, as
fully for all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
their substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Post
Effective Amendment No. 1 has been signed by the following persons in the
capacities and on the dates indicated.
Signature
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Title
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Date
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/s/ JOHN M.
EGGEMEYER, III
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John M.
Eggemeyer, III
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Director and
Chairman of the Board
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May 15,
2008
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/s/ MATTHEW P.
WAGNER
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Matthew P.
Wagner
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Chief Executive
Officer and Director
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May 15,
2008
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(Principal
Executive Officer)
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/s/ VICTOR R.
SANTORO
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Victor R.
Santoro
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Executive Vice
President and
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
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May 15,
2008
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/s/ MARK N. BAKER
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Mark N. Baker
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Director
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May 15,
2008
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/s/ GARY W.
DEEMS
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Gary W. Deems
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Director
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May 15,
2008
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/s/ STEPHEN M. DUNN
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Stephen M. Dunn
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Director
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May 15,
2008
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/s/ BARRY C.
FITZPATRICK
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Barry C.
Fitzpatrick
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Director
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May 15,
2008
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/s/ GEORGE L.
LANGLEY
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George E.
Langley
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Director
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May 15,
2008
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/s/ SUSAN E.
LESTER
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Susan E. Lester
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Director
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May 15,
2008
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/s/ TIMOTHY B.
MATZ
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Timothy B. Matz
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Director
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May 15,
2008
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/s/ ARNOLD W.
MESSER
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Arnold W. Messer
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Director
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May 15,
2008
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/s/ DANIEL B.
PLATT
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Daniel B. Platt
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Director
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May 15,
2008
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/s/ ROBERT A.
STINE
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Robert A. Stine
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Director
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May 15,
2008
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/s/ DAVID S.
WILLIAMS
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David S.
Williams
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Director
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May 15,
2008
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6
EXHIBIT
INDEX
Exhibit No.
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Description
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2.1
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Agreement and Plan of
Merger between First Community Bancorp, a California corporation, and PacWest
Bancorp, a Delaware corporation, dated as of March 25, 2008
(Exhibit A of the Definitive Proxy Statement on Schedule 14A filed on
March 25, 2008 and incorporated herein by reference).
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4.1
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Certificate of
Incorporation of PacWest Bancorp, a Delaware corporation, as amended
(Exhibit 3.1 of Form 8-K filed on May 14, 2008 and
incorporated herein by reference).
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4.2
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Bylaws of PacWest
Bancorp, a Delaware corporation (Exhibit 3.2 of Form 8-K filed on
May 14, 2008 and incorporated herein by reference).
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5.1
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Opinion of Jared M.
Wolff, Esq. as to the validity of the Common Stock.
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23.1
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Consent of KPMG LLP
(independent auditors for PacWest Bancorp).
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23.2
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Consent of Jared M.
Wolff, Esq. (included in his opinion filed as Exhibit 5.1).
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24.1
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Power of Attorney
(included on signature page of this registration statement).
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7
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