EAST WEST BANCORP 8K AUG 20 2007
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Current
Report
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
August
17, 2007
Date
of
Report (date of earliest event reported)
EAST
WEST BANCORP, INC.
(Exact
name of registrant as specified in its charter)
Commission
file number 000-24939
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Delaware
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95-4703316
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(State
or Other Jurisdiction of Incorporation or Organization)
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(IRS
Employer Identification Number)
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135
N Los Robles Ave., 7th Floor, Pasadena, California
91101
(Address
of principal executive offices including zip code)
(626)
768-6000
(Registrant's
telephone number, including area code)
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 (see General Instruction A.2. below):
o
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))
Item
3.02 Unregistered Sales of Equity Securities
On
August 17, 2007, Desert Community Bank, a California state-chartered bank
(“Desert Community Bank”), merged (the “Merger”) with and into East West Bank
(“East West Bank”), a California state-chartered bank and the wholly owned
subsidiary of East West Bancorp, Inc., a Delaware corporation (the “Company”),
in accordance with the Agreement and Plan of Merger (the “Agreement”), dated
April 24, 2007 and as amended, by and among the Company, East West Bank and
Desert Community Bank. In connection with the Merger, the Company issued
approximately 2,032,816 shares of its common stock to satisfy the stock portion
of the Merger consideration under the Agreement. In addition, the Company paid
approximately $64.2 million in cash to satisfy the cash portion of the Merger
consideration under the Agreement. The total consideration paid in the Merger
was approximately $142.7 million.
The
shares were issued by the Company in reliance upon an exemption from
registration provided by Section 3(a)(10) of the Securities Act of 1933, as
amended, for the issuance and exchange of securities approved, after a public
hearing upon the fairness of the terms and conditions of the exchange, by a
state commission authorized by law to grant such approval. A public fairness
hearing was held before the Commissioner of the California Department of
Corporations on June 29, 2007, in accordance with Section 25142 of the
California Corporate Securities Law of 1968, as amended, after which a permit
authorizing the issuance and exchange of the Company's shares was granted.
Item
8.01 Other
Events
On August 17, 2007, Desert Community Bank merged with and into the
Company’s wholly owned subsidiary, East West Bank. The Company issued
approximately 2,032,816 shares of its common stock and paid approximately $64.2
million in cash in connection with the Merger. The details of the Merger are
contained in Item 3.02 above and are incorporated herein by reference.
SIGNATURE
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.
Date:
August 20, 2007
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EAST
WEST BANCORP, INC.
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By:
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/s/
Julia Gouw
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Julia
Gouw
Executive
Vice President and
Chief
Financial Officer
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