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
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(IRS Employer
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Incorporation or
Organization)
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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 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);
2
(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
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: Jared
M. Wolff
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Title: 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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