As filed
with the Securities and Exchange Commission on May 16, 2008.
Registration No. 333-138542
Registration No. 333-107636
Registration No. 333-101025
Registration No. 333-43330
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
POST-EFFECTIVE
AMENDMENT NO. 1
To
FORM S-8
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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PACWEST
BANCORP 2003 STOCK INCENTIVE PLAN, AS AMENDED
FIRST COMMUNITY BANCORP STOCK INCENTIVE PLAN
(Full Title of
Plans)
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
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)
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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)
No additional securities are to be registered, and
registration fees were paid upon filing of the original Registration Statements
on Form S-8 (File Nos. 333-138542, 333-107636, 333-101025 and
333-43330). Therefore no further
registration fee is required.
This Post Effective Amendment to Registration
Statement shall become effective upon filing in accordance with Rule 462
under the Securities Act.
Post-Effective
Amendment No. 1 to Form S-8
EXPLANATORY
STATEMENT
Reincorporation; Assumption of Registration
Statement
This Post-Effective Amendment is being filed pursuant
to Rule 414(d) under the Securities Act of 1933, as amended (the Securities
Act), and constitutes Amendment No. 1 to the registration statements on Form S-8
(File Nos. 333-138542, 333-107636, 333-101025 and 333-43330) (collectively, the
Registration Statements) by First Community Bancorp, a California corporation
(First Community) and the predecessor of PacWest Bancorp, a Delaware
corporation (PacWest or the Registrant), relating to the PacWest Bancorp
2003 Stock Incentive Plan, as amended (formerly know as the First Community
Bancorp 2003 Stock Incentive Plan) and the First Community Bancorp Stock
Incentive Plan (the Stock Plans).
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, (1) 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; and (2) each outstanding and unexercised
option or other right to purchase or receive or security convertible into First
Community common stock became an option or right to purchase or receive or a
security convertible into the Registrant common stock on the basis of one share
of the Registrant common stock for each share of First Community common stock
issuable pursuant to any such option, right to purchase or convertible
security, on the same terms and conditions and at an exercise price per share
equal to the exercise price applicable to any such First Community option,
stock purchase right or convertible security.
Immediately prior to the consummation of the Merger, the Registrant had
nominal assets and liabilities.
In accordance with Rule 414 under the Securities
Act, the Registrant, as successor issuer to First Community, hereby expressly
adopts this Registration Statement as its own 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
REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation
of Documents by Reference.
The following documents filed with the Securities and
Exchange Commission (the Commission) are hereby incorporated by reference in
this registration statement:
(a)
First Communitys Annual Report on Form 10-K
for the fiscal year ended December 31, 2007, filed with the Commission on February 28,
2008;
(b)
First Communitys Quarterly Report on Form 10-Q
for the quarter ended March 31, 2007, filed with the Commission on May 12, 2008;
(c)
First Communitys Current Reports on Form 8-K
filed with the Commission on January 9, 2008, January 23, 2008, March 10,
2008, April 1, 2008 and May 14, 2008 (other than any portions of any
such documents that are not deemed filed under the Exchange Act in accordance
with the Exchange Act and applicable SEC rules);
(d)
The description of the common stock
contained in Current Report Form 8-K filed May 14, 2008 (File No.
00-30747), including any amendment or report filed for the purpose of updating
such description; and
2
In
addition, 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 have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
Item 4.
Description
of Securities.
Not applicable.
Item 5.
Interests
of Named Experts and Counsel.
The validity of the securities offered hereby has been
passed upon for the Registrant by Jared M. Wolff, its Executive Vice President,
General Counsel and Corporate Secretary.
As of May 15, 2008, Jared M. Wolff beneficially owned 1,819 shares
of the Registrants common stock.
Item 6.
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, 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 7.
Exemption
from Registration Claimed.
Not applicable.
3
Item 8.
Exhibits.
Exhibit No.
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Description
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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 9.
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.
(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 this 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.
4
(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 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 Securities 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.
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-8 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 to registration
statement 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
(Principal Executive Officer)
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May 15, 2008
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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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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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