AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 29, 2001
REGISTRATION NO.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EAST WEST BANCORP, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 95-4703316
(State or other jurisdiction of (I.R.S. Employer Identification)
Incorporation or Organization)
415 HUNTINGTON DRIVE
SAN MARINO, CALIFORNIA 91108
(626) 799-5700
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
DOUGLAS KRAUSE
EXECUTIVE VICE PRESIDENT
EAST WEST BANCORP, INC.
415 HUNTINGTON DRIVE
SAN MARINO, CALIFORNIA 91108
(626) 799-5700
(Name, address, including zip code, and telephone number,
including area code, of agents for service)
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COPIES TO:
GORDON BAVA, ESQ.
ERIC E. TUCKER, ESQ.
MANATT, PHELPS & PHILLIPS L.L.P.
1501 M STREET, N.W., SUITE 700
WASHINGTON, D.C. 20005
(202) 463-4300
FAX: (202) 463-4394
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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. / /
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(c) under the Securities Act, please check the following box and list
the Securities Act registration number of the earlier effective registration
statement for the same offering. / /
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. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE AGGREGATE PRICE AGGREGATE OFFERING AMOUNT OF
TITLE OF SHARES TO BE REGISTERED REGISTERED PER UNIT PRICE REGISTRATION FEE
Common Stock, Par value $0.001 per share 512,707 (1) $24.0625 $12,337,012 $3,084.25 (2)
(1) The Common Stock being registered consists of 512,707 shares issued to
stockholders of Prime Bank in connection with East West's acquisition of
Prime Bank.
(2) The registration fee is calculated pursuant to Rule 457(c) of the Securities
Act of 1933 by taking the average of the bid and asked prices of the
registrant's Common Stock, $.0.001 par value per share, on January 24, 2001
as reported on the NASDAQ National Market.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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PROSPECTUS
EAST WEST BANCORP, INC.
512,707 SHARES OF COMMON STOCK
------------------
The 512,707 shares of our common stock offered by this prospectus were
originally issued by us in connection with our acquisition of Prime Bank on
January 12, 2001. We will not receive any of the proceeds from the sale of the
common stock offered by this prospectus. The shares were issued in a private
offering made in reliance on Regulation D and/or Section 4(2) of the Securities
Act of 1933.
The selling shareholders may offer their East West stock through public
transactions executed through one or more broker-dealers at prevailing market
prices, carried out through the NASDAQ National Market or one or more stock
exchanges (if the shares are listed on an exchange at any time in the future),
or in private transactions directly with purchasers or at privately negotiated
prices.
East West Bancorp common stock is listed on the NASDAQ National Market with
the ticker symbol: "EWBC." On January 24, 2001, the closing price of one share
of East West common stock on the NASDAQ National Market was $24.0625.
Our principal executive offices are located at 415 Huntington Drive, San
Marino, California, 91108, and our telephone number is (626) 799-5700.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
An investment in these securities involves a high degree of risk. See "Risk
Factors" at page 2.
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THE DATE OF THIS PROSPECTUS IS JANUARY , 2001.
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RISK FACTORS
In addition to the other information in this prospectus, you should
carefully consider the following risk factors in deciding whether to invest in
the common stock.
FUTURE CHANGES IN INTEREST RATES MAY REDUCE OUR PROFITS.
Our ability to make a profit largely depends on our net interest income,
which could be negatively affected by changes in interest rates. Net interest
income is the difference between:
- the interest income we earn on interest-earning assets, such as mortgage
loans and investment securities; and
- the interest expense we pay on our interest-bearing liabilities, such as
deposits and amounts we borrow.
A significant portion of our mortgage loans have rates of interest which are
fixed for the life of the loan and are generally originated for periods of up to
30 years, while our deposit accounts have significantly shorter periods to
maturity. Because our interest-earning assets generally have fixed rates of
interest and have longer effective maturities than our interest-bearing
liabilities, the yield on our interest-earning assets generally will adjust more
slowly to changes in interest rates than the cost of our interest-bearing
liabilities, which are primarily time deposits. As a result, our net interest
income may be reduced when interest rates increase significantly for long
periods of time. In addition, rising interest rates may reduce our earnings
because there may be a lack of customer demand for loans. Declining interest
rates may also reduce our net interest income if adjustable rate or fixed rate
mortgage loans are refinanced at reduced rates or paid off earlier than
expected, and we reinvest these funds in assets which earn us a lower rate of
interest.
Fluctuations in interest rates are not predictable or controllable. We have
attempted to structure our asset and liability management strategies to mitigate
the impact of changes in market interest rates on our net interest income.
However, there can be no assurance that we will be able to manage interest rate
risk so as to avoid significant adverse effects in our net interest income.
A DOWNTURN IN THE HEALTH OF THE ECONOMY OR CHANGES IN THE FEDERAL RESERVE'S
MONETARY POLICY COULD AFFECT OUR NET INTEREST INCOME AND REDUCE OUR
PROFITABILITY.
A downturn in the economy could affect us in the following ways, among
others:
- the amount of funds available for deposit could be reduced;
- the ability of borrowers to repay their loans could be hurt; and
- the strength of credit demands by customers could decline.
In addition, the banking business is affected not only by general economic
conditions, but also by the monetary policies of the Federal Reserve. These
monetary policies have significant effects on the operating results of banks.
Changes in monetary policies may affect the ability of the banks to attract
deposits, make loans and manage interest rate risk.
CHANGES IN LAWS OR REGULATIONS COULD HURT OUR PROFITABILITY.
We operate in a highly regulated industry and are subject to the supervision
and examination by the Board of Governors of the Federal Reserve System, the
Federal Deposit Insurance Corporation and the California Department of Financial
Institutions. The federal and state banking laws and regulations limit the
manner in which banks may conduct business and obtain financing. Changes in the
laws and regulations that govern us could restrict our operations or impose
burdensome requirements upon us. This could reduce our profitability.
2
EAST WEST BANCORP, INC.
East West Bancorp, Inc. is a Delaware corporation that was incorporated in
August 1998 to be the holding company for East-West Bank. We became the holding
company for East-West Bank as of December 30, 1998, and are subject to the Bank
Holding Company Act of 1956, as amended.
We have no material operations other than our wholly owned subsidiary
East-West Bank. East-West Bank has three subsidiaries, East-West
Services, Inc., East-West Investments, Inc., and EWSC Holdings, LLC. We also
operate our wholly owned subsidiary Risk Services, Inc. which does business as
East West Insurance. We have no other subsidiaries. Our bank is a
California-chartered commercial bank and its deposits are insured by the Federal
Deposit Insurance Corporation up to applicable limits. Our bank is the fourth
largest commercial bank headquartered in Los Angeles, California as of
December 31, 2000 and one of the largest banks in the United States that has a
particular focus on the Chinese-American community.
East-West Bank was formed in June 1972 as the first federally chartered
savings institution focused primarily on the Chinese-American community, and
opened for business at its first office in the Chinatown district of Los Angeles
in January 1973. Currently, we specialize in lending for commercial,
construction, and residential real estate projects, financing international
trade for California companies, and providing business and personal deposit and
cash management services. We have emphasized commercial lending since becoming a
state-chartered commercial bank on July 31, 1995.
Through our network of 29 retail branches, we provide a wide range of
personal and commercial banking services to small and medium-sized businesses,
business executives, professionals and other individuals. We offer multilingual
services to all of our customers in English, Cantonese, Mandarin and Spanish. A
variety of deposit products are available, including the traditional range of
personal and business checking and savings accounts, time deposits and
individual retirement accounts, travelers' checks, safe deposit boxes, and
MasterCard and Visa merchant deposit services.
Our lending activities include residential and commercial real estate,
construction, commercial, trade finance, account receivables, inventory and
working capital loans. We provide commercial loans to small and medium-sized
businesses with annual revenues that generally range from several million to
$200 million. In addition, we provide short- term trade finance facilities for
terms of less than one year primarily to U.S. importers and manufacturers doing
business in the Asia Pacific region. Our commercial borrowers are engaged in a
wide variety of manufacturing, wholesale trade and service businesses.
As of August 23, 2000, we also offer on an agency basis, various insurance
products through Risk Services, Inc. (d/b/a East West Insurance) such as
property, casualty, and life.
Our subsidiary, E-W Services, Inc. was formed in 1977 and holds real estate
used by the Bank in its operations. East-West Investments, Inc. was formed in
1972 primarily to act as a trustee in connection with real estate secured loans.
EWSC Holdings, LLC was formed in July 2000 to act as a holding company for a
regulated investment company being established to facilitate raising capital in
a flexible and tax efficient manner. The long-term plan for the regulated
investment company is currently under review. There can be no assurance as to
the timing or our ability to raise capital or continue to lower our effective
tax rate in the future through this subsidiary.
On January 12, 2001 we completed our acquisition of Prime Bank, a one-office
commercial bank located in the Century City area of Los Angeles. This
acquisition allowed us to expand our presence in the West Los Angeles market.
We concentrate on marketing our services in the Los Angeles metropolitan
area, Orange County, the San Francisco Bay area, and the Silicon Valley area in
Santa Clara County, with a particular focus on regions with a high concentration
of ethnic Chinese. The ethnic Chinese markets within our primary
3
market area have experienced rapid growth in recent periods. We believe our
customers can benefit from our understanding of Asian markets and cultures, our
corporate and organizational ties throughout Asia, as well as our international
banking products and services. We believe that this approach, combined with the
extensive ties of our management and Board of Directors to the growing Asian and
ethnic Chinese communities in the United States, provides us with an advantage
in competing for customers in its market area.
Our principal executive office is located at 415 Huntington Drive, San
Marino, California 91108 and our telephone number is (626) 799-5700.
DESCRIPTION OF COMMON STOCK
Our Certificate of Incorporation authorizes us to issue 50,000,000 shares of
common stock, par value $.001 per share. As of January 12, 2001, there were
outstanding 22,663,310 shares of common stock.
All outstanding common stock is, and any stock issued under this prospectus
will be, fully paid and nonassessable. Subject to rights of preferred
stockholders, if any preferred stock is issued and outstanding, holders of
common stock:
- are entitled to any dividends validly declared;
- will share ratably in our net assets in the event of a liquidation; and
- are entitled to one vote per share.
The common stock has no conversion rights. Holders of common stock have no
preemption, subscription, redemption, or call rights related to those shares.
U.S. Stock Transfer Corporation is the transfer agent and registrar for our
common stock.
USE OF PROCEEDS
All net proceeds from the sale of the East West Bancorp shares being offered
under this prospectus will go to the selling shareholders. Accordingly, we will
not receive any proceeds from sales of these shares. We are paying the expenses
of registration of the shares being offered under this prospectus.
4
SELLING SHAREHOLDERS
The following table sets forth the number of shares owned by each of the
selling shareholders, who acquired their shares as a result of our acquisition
of Prime Bank. None of the selling shareholders has had a material relationship
with us during the past three years other than for certain selling shareholders
as a result of their employment with us as of the date of the closing of the
acquisition of Prime Bank. No estimate can be given as to the amount of our
common stock that will be held by the selling shareholders after the completion
of this offering because the selling shareholders may offer all or some of our
common stock and because, except for David Buell, there currently are no
agreements, arrangements or understandings with respect to the sale of any of
our common stock. David Buell has entered into an agreement which restricts
150,000 of his shares. These restrictions lapse on 12,500 shares each calendar
quarter over the next three years, and his agreement contains customary
acceleration provisions. The shares offered by this prospectus may be offered
from time to time by the selling shareholders named below.
One or more of the selling shareholders identified above may choose to
donate or transfer as gifts some or all of the shares that may otherwise be sold
directly by the selling shareholder or the selling shareholder may choose to
transfer some or all of these shares for no value to one or more affiliated
persons. If any of the shares are so transferred by any of the selling
shareholders listed above, then the persons who receive the shares would
constitute additional selling shareholders under this prospectus.
PERCENT OF NUMBER OF SHARES
NUMBER OF OUTSTANDING REGISTERED FOR SALE
NAME OF SELLING SHAREHOLDER SHARES OWNED SHARES HEREBY
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A.L.L Companies Retirement Trust.................... 2,460 * 2,460
Paine Weber IRA Custodian FBO John Bell............. 1,968 * 1,968
Martin J. Brill..................................... 984 * 984
CIBC Oppenheimer Corp. Custodian David Brooks, IRA.. 639 * 639
CIBC Oppenheimer Corp. Custodian Kathy J. Brooks,
IRA............................................... 492 * 492
CIBC Oppenheimer Corp. Custodian FBO Marc A.
Brooks............................................ 492 * 492
CIBC Oppenheimer Corp. Custodian Mary Anne Brooks,
IRA............................................... 639 * 639
David Buell, IRA Rollover, MSTC Custodian........... 49,200 * 49,200
David L. Buell...................................... 198,994 * 198,994
Robert Bulseco and Patricia M. Buleseco, Trustees of
Buleseco Family Trust Dtd 8/27/97................. 14,760 * 14,760
Caloyeras Family Partnership........................ 36,900 * 36,900
Beverly J. Caloyeras................................ 12,300 * 12,300
Charles Schwab & Co., Inc. FBO Sharon L. Canup...... 4,920 * 4,920
Loren Andrew Carjulia............................... 246 * 246
Christopher Jamie Carr.............................. 246 * 246
Seymour Joseph Carr and Dinard Carr, Trustees Carr
Family Trust...................................... 492 * 492
Cede & Co., Dave Glasset stock street name.......... 4,920 * 4,920
Everen Clearing Corp., Pamela Citron IRA............ 2,460 * 2,460
Robert Scott Cowan.................................. 492 * 492
5
PERCENT OF NUMBER OF SHARES
NUMBER OF OUTSTANDING REGISTERED FOR SALE
NAME OF SELLING SHAREHOLDER SHARES OWNED SHARES HEREBY
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Cowan Family Partnership............................ 492 * 492
Dean Witter Reynolds Custodian FBO Lawrence Diamant
IRA Rollover Dtd 6/8/93........................... 1,230 * 1,230
Elizabeth Ann Eastham, Trustee UDT Dtd 11/20/97..... 4,920 * 4,920
R. Dale Ellis, Marsha A. Ellis, Joint Tenants....... 4,920 * 4,920
713 Associates Profit Sharing Plan & Health
Disability Retirement Tr. Dtd 1/1/89 FBO Malcolm
Field............................................. 24,600 * 24,600
Wexford Clearing Corp. FBO Gary Steven Findley...... 4,920 * 4,920
Richard B. Francis.................................. 1,230 * 1,230
William Gerlach..................................... 22,386 * 22,386
Lucille B. Haas, Trustee Haas Family Survivor's
Trust............................................. 2,460 * 2,460
Michael C. Haas, Gary B. Haas. Joint Tenants........ 2,460 * 2,460
Judith Gottesman, Doris Brown TTEE Gottesman Brown
Living Trust Dtd 1/7/98........................... 2,460 * 2,460
Katz Revocable Family Trust, Dtd 2/23/90, Michael
Katz Trustee...................................... 2,460 * 2,460
Thomas Q. Kwan and Winnie S. Kwan, JTWRS............ 492 * 492
Jerry Lessel, Darleen Lessel Trustees of Lessel
Family Trust...................................... 2,460 * 2,460
The Lund Family Trust of 1991, Lavere G. Lund,
Trustee........................................... 24,600 * 24,600
M.A.R.A., Inc....................................... 5,116 * 5,116
Robert L. Mayer, Trustee Robert L. Mayer Trust of
1982.............................................. 49,200 * 49,200
Raymond V. Sokol and Suzanne E. Sokol, JT........... 1,230 * 1,230
Paul W. Stroube or Lisa A. Stroube, JT.............. 2,460 * 2,460
Edward M. Wolkowitz................................. 492 * 492
Wallace L. T. Wong, Trustee, DDT Dtd 11/25/96....... 4,920 * 4,,920
Joseph Byers........................................ 139 * 139
Alma Carreno........................................ 139 * 139
Pamela Citron....................................... 2,092 * 2,092
Paul Favero......................................... 139 * 139
Jeanette Peevy...................................... 69 * 69
Takeo Sasaki........................................ 139 * 139
Brian Shea.......................................... 139 * 139
Rick Kaiser......................................... 139 * 139
Russell Sun......................................... 139 * 139
John Bell........................................... 1,395 * 1,395
Robert Bulseco...................................... 4,185 * 4,185
Sharon Canup........................................ 2,092 * 2,092
Suzanne Sokol....................................... 697 * 697
Paul Stroube........................................ 2,092 * 2,092
* Less than 1% of outstanding shares
6
PLAN OF DISTRIBUTION
The selling shareholders may offer their shares at various times in one or
more of the following transactions:
- on the NASDAQ National Market
- on any United States securities exchange where our common stock may be
- listed in the future
- in the over the counter market
- in privately negotiated transactions directly with purchasers
- in a combination of any of the above transactions
The selling shareholders may sell their shares at market prices prevailing
at the time of sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices. The selling shareholders may use
broker-dealers to sell their shares. If this happens, broker-dealers will either
receive discounts or commissions from the selling shareholders, or they will
receive commissions from purchasers of shares for whom they acted as agents.
The selling shareholders may also pledge shares to broker-dealers or other
financial institutions, and, upon a default relative to any selling shareholder
who has so pledged any such shares, the broker-dealer or other financial
institution holding the pledged shares may effect sales of the pledged shares
pursuant to this prospectus (as supplemented or amended to reflect such
transaction). In addition, any shares that qualify for sale pursuant to
Rule 144 may be sold under Rule 144 rather than pursuant to this prospectus.
We have entered into a selling agreement with Sutro & Co., Inc. to
facilitate any efforts by selling shareholders to sell their shares with the
assistance of a broker-dealer. In the selling agreement we make various
representations to Sutro & Co. with regard to the issuance of the shares in
connection with the acquisition of Prime Bank, and Sutro & Co. will be
compensated by commissions from each applicable selling shareholder with respect
to sales of shares made through Sutro & Co.
In effecting sales, brokers, dealers or agents engaged by any selling
shareholder may arrange for other brokers or dealers to participate. Brokers,
dealers or agents may receive commissions, discounts or concessions from the
selling shareholder in amounts to be negotiated prior to the sale. Any such
selling shareholder and such brokers or dealers and any other participating
brokers or dealers may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933 in connection with such sales, and any such commissions,
discounts or concessions may be deemed to be underwriting discounts or
commissions under the Securities Act of 1933. One or more of the selling
shareholders may indemnify broker-dealers that participate in transactions
involving the sale of the shares against certain liabilities, including
liabilities arising under the Securities Act of 1933.
In order to comply with the securities laws of certain states, if
applicable, the shares must be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
We have advised the selling shareholders that the anti-manipulation rules of
Regulation M under the Exchange Act of 1934 may apply to sales of common stock
in the market and to the activities of the selling shareholders and their
affiliates. In addition, we will make copies of this prospectus available to the
selling shareholders and have informed each of them of the need for delivery of
copies of this prospectus to purchasers at or prior to the time of any sale of
the shares offered hereby.
7
At the time a particular offer of shares is made, if required, a prospectus
supplement will be distributed that will set forth the number of shares being
offered and the terms of the offering including the name of any underwriter,
dealer or agent, the purchase price paid by any underwriter, and discount,
commission and other item constituting compensation, any discount, commission or
concession allowed or re-allowed or paid to any dealer, and the proposed selling
price to the public.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Copies of these materials can be obtained at
prescribed rates from the Public Reference Section of the SEC at its principal
office at 450 Fifth Street, N.W., Washington, D.C. 20549. Our SEC filings are
also available to the public from the SEC's Website at "http://www.sec.gov."
The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered
to be part of this prospectus, and information that we file later with the SEC
will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings we will make with
the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934 after the date of this prospectus and prior to the time all of the
securities offered by this prospectus are sold:
1. Our Annual Report on Form 10-K for the fiscal year ended December 31, 1999;
2. Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2000;
3. Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2000;
4. Our Quarterly Report on Form 10-Q for the quarter ended September 30, 2000;
and
5. The definitive Proxy Statement filed with the SEC on April 3, 2000 provided
to stockholders in connection with the Annual Meeting of Stockholders held
on May 10, 2000.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
East West Bancorp, Inc.
415 Huntington Drive
San Marino, California 91108
Attention: Douglas Krause, Executive Vice President
Phone: (626) 799-5700
This prospectus is part of a registration statement we filed with the SEC.
You should rely only on the information or representations provided in this
prospectus. We have authorized no one to provide you with different information.
We are not making an offer of these securities in any state where the offer is
not permitted. You should not assume that the information in this prospectus is
accurate as of any date other than the date on the front of this prospectus.
LEGAL MATTERS
Manatt, Phelps & Phillips L.L.P., Los Angeles, California, will pass upon
the validity of our securities in connection with this offering of securities,
unless we indicate otherwise in a prospectus supplement.
8
EXPERTS
The financial statements incorporated in this prospectus by reference from
our Annual Report on Form 10-K have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, which is incorporated herein by
reference, and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
CAUTIONARY STATEMENT CONCERNING FORWARD
LOOKING STATEMENTS
We do not provide forecasts of our future financial performance. However,
this prospectus and the documents incorporated by reference into this prospectus
may contain "forward looking" information that involves risks and uncertainties.
In particular, statements contained in this prospectus or any of the documents
incorporated by reference into this prospectus which are not historical facts
(including, for example, statements concerning international revenues,
anticipated operating expense levels and such expense levels relative to our
total revenues) constitute forward looking statements. In addition, any of the
words "believes," "expects," "anticipates" or similar expressions indicate
forward-looking statements. Our actual results of operations and financial
condition have varied and may in the future vary significantly from those stated
in any forward-looking statements. Factors that may cause such differences
include, for example: the availability of capital to fund our future cash needs;
reliance on major customers; history of operating losses; reliance on a limited
number of vendors for the manufacturing of our products; technological
obsolescence; competition; component supply problems; protection of proprietary
information; and accuracy of our internal estimates of revenue and operating
expense levels.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
The Delaware General Corporation Law and our certificate of incorporation
and by-laws provide for indemnification of our directors and officers for
liabilities and expenses that they may incur in such capacities. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the Company pursuant
to the foregoing provisions, or otherwise, we have been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable.
You should rely only on the information incorporated by reference or
contained in this prospectus or any supplement. We have not authorized anyone
else to provide you with different or additional information. You should not
assume that the information in this prospectus or any supplement is accurate as
of any date other than the date on the front of this prospectus or any
supplement that may have a later date. The selling shareholders are not making
an offer of the common stock in any state where the offer is not permitted.
9
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TABLE OF CONTENTS
PAGE
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Risk Factors.......................... 2
East West Bancorp..................... 3
Use of Proceeds....................... 4
Selling Shareholders.................. 5
Plan of Distribution.................. 7
Where You Can Find More Information... 8
Legal Matters......................... 8
Experts............................... 9
Cautionary Statement Concerning
Forward Looking Statements.......... 9
Disclosure Statement.................. 9
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EAST WEST BANCORP, INC.
512,707 SHARES
OF COMMON STOCK
---------------------
PROSPECTUS
---------------------
January , 2001
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following statement sets forth the estimated amounts of expenses to be
borne by the Company in connection with the offering described in this
Registration Statement:
Registration Fee Under Securities Act....................... $ 3,084.25
Blue Sky Fees and Expenses.................................. $ 0.00
Legal Fees and Expenses..................................... $ 25,000.00
Accounting Fees and Expenses................................ $ 10,000.00
Printing and Mailing Costs.................................. $ 100.00
Miscellaneous Fees and Expenses............................. $ 1,815.75
-----------
Total Expenses.............................................. $ 40,000.00
===========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
East West Bancorp, Inc. is incorporated under the Delaware General
Corporation Law, of which Section 145 provides as follows:
"(a) A corporation shall have power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a 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, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that the
person's conduct was unlawful.
(b) A corporation shall have power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that the person is or was a
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
against expenses (including attorneys' fees) actually and reasonably incurred by
the person in connection with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation and except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
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(c) To the extent that a present or former director or officer of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the present or
former director, officer, employee or agent is proper in the circumstances
because the person has met the applicable standard of conduct set forth in
subsections (a) and (b) of this section. Such determination shall be made, with
respect to a person who is a director or officer at the time of such
determination, (1) by a majority vote of the directors who are not parties to
such action, suit or proceeding, even though less than a quorum, or (2) by a
committee of such directors designated by majority vote of such directors, even
though less than a quorum, or (3) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or
(4) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or director
in defending any civil, criminal, administrative or investigative action, suit
or proceeding may be paid by the corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it shall ultimately
be determined that such person is not entitled to be indemnified by the
corporation as authorized in this section. Such expenses (including attorneys'
fees) incurred by former directors and officers or other employees and agents
may be so paid upon such terms and conditions, if any, as the corporation deems
appropriate.
(f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such
office.
(g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a 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 against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the corporation would have the power to
indemnify such person against such liability under this section.
(h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this section with respect to the resulting or surviving
corporation as such person would have with respect to such constituent
corporation if its separate existence had continued.
(i) For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner such person
II-2
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.
(j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
(k) The Court of Chancery is hereby vested with exclusive jurisdiction to
hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise. The Court of Chancery may summarily
determine a corporation's obligation to advance expenses including attorneys'
fees."
* * *
Article XIII of East West Bancorp, Inc.'s Certificate of Incorporation
provides as follows:
"Section 1. The Corporation shall indemnify to the maximum extent permitted
by law:
(a) any person who is or was a director or executive officer of the
Corporation; and
(b) any person who serves or served at the Corporation's request as a
director, officer, employee, partner, or trustee of another corporation,
partnership, joint venture, trust, or other enterprise.
Section 2. The Corporation may pay in advance any expenses (including
attorneys' fees) which may become subject to indemnification under this
Article XIII if the person receiving the payment undertakes in writing to repay
the same if it is ultimately determined that the person is not entitled to
indemnification by the Corporation under this Article XIII.
Section 3. Any indemnification and advancement of expenses provided by
Sections 1 and 2 of this Article XIII or otherwise granted pursuant to Delaware
law shall not be exclusive of any other rights to which a person may be entitled
by law, bylaw, agreement, vote of stockholders, or Disinterested Directors, or
otherwise.
Section 4. The indemnification and advance payment provided by Sections 1
and 2 of this Article XIII shall continue as to a person who has ceased to hold
a position named in Section 1 of this Article XIII and shall inure to the
person's heirs, executors, and administrators.
Section 5. The Corporation may purchase and maintain insurance on behalf of
any person who holds or who has held any position named in Section 1 of this
Article XIII, against any liability asserted against the person and incurred by
the person in any such position, or arising out of the person's status as such,
whether or not the Corporation would have power to indemnify the person against
such liability under Section 1 of this Article XIII.
Section 6. If Delaware law is amended to permit further indemnification of
the directors and executive officers of the Corporation, then the Corporation
shall indemnify persons to the fullest extent permitted by Delaware law, as so
amended. Any repeal or modification of this Article XIII by the stockholders of
the Corporation shall not adversely affect any right or protection of a person
existing at the time of such repeal or modification."
II-3
* * *
Article VI of East West Bancorp, Inc.'s Bylaws provide as follows:
"SECTION 6.1 Right to Indemnification. Each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or executive
officer of the Corporation, is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, or was a director or executive officer of a
foreign or domestic corporation which was a predecessor of the corporation or of
another enterprise at the request of such predecessor corporation, whether the
basis of such proceeding is alleged action in an official capacity as a director
or executive officer or in any other capacity while serving as a director or
executive officer shall be indemnified and held harmless by the Corporation to
the fullest extent authorized by the Delaware General Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than said law permitted the Corporation to
provide prior to such amendment), against all expense, liability and loss
(including attorney's fees, judgments, fines, ERISA excise taxes of penalties
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
such person in connection therewith and such indemnification shall continue as
to a person who has ceased to be a director or executive officer and shall inure
to the benefit of his or her heirs, executors and administrators; provided,
however, that, except as provided in Section 6.2 of this Article VI, the
Corporation shall indemnify and such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such person only if
such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation. The right to indemnification conferred in this Section 6.1
shall be a contract right and shall include the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in advance of
its final disposition; provided, however, that if the Delaware General
Corporation Law requires the payment of such expenses incurred by a director or
officer in his or her capacity as a director or officer (and not in any other
capacity in which service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee benefit plan) in
advance of the final disposition of a proceeding, shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of such director
or officer, to repay, all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Section or otherwise. The Corporation may by action of its Board of
Directors, provide indemnification to employees and agents of the Corporation
with the same scope and effect as the foregoing indemnification of directors and
officers. This Article VI shall create a right of indemnification for each such
indemnifiable party whether or not the proceeding to which the indemnification
relates arose in whole or in part prior to adoption of this Article VI (or the
adoption of the comparable provisions of the Bylaws of the Corporation's
predecessor corporation).
SECTION 6.2 Right of Claimant to Bring Suit. If a claim under Section 6.1
of this Article VI is not paid in full by the Corporation within thirty days
after a written claim has been received by the Corporation, the claimant may at
any time thereafter bring suit against the Corporation to recover the unpaid
amount of the claim and, if successful in whole or in part, the claimant shall
be entitled to be paid also the expense of prosecuting such claim. It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has not met the standards of
conduct which make it permissible under the Delaware General Corporation Law for
the Corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the Corporation. Neither the failure of the
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Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper to the circumstances
because he or she has met the applicable standard of conduct set forth in the
Delaware General Corporation Law nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard or conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.
SECTION 6.3 Nonexclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Article VI shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, any Bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.
SECTION 6.4 Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law."
ITEM 16. EXHIBITS
The following documents are filed herewith, except those exhibits that have
been previously filed as Exhibits and are incorporated herein by reference as
noted below:
EXHIBIT
NO. DESCRIPTION
------- -----------
4.1 Specimen certificate for Common Stock of the Company (1)
5 Opinion of Manatt, Phelps & Phillips, LLP
23.1 Consent of Deloitte & Touche LLP, independent auditors.
23.2 Consent of Manatt Phelps & Phillips, LLP (included in
Exhibit 5).
99 Form of Agreement between East West Bancorp, Inc. and Sutro
& Co., Inc. Re: Sale of Shares
- ------------------------
(1) Incorporated by reference to the Company's Registration Statement on
Form S-4/A filed with the SEC on November 13, 1998 (Registration
No. 333-63605).
ITEM 17. UNDERTAKINGS
Each of the Registrants hereby undertakes:
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, 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; (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 the
undertakings set forth in clauses (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
clauses is contained in periodic reports filed by the Registrants pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
II-5
(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.
(3) To remove from the registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
Each of the undersigned Registrants hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of a Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of each
undersigned Registrant pursuant to the provisions, or otherwise, each 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 each undersigned Registrant of
expenses incurred or paid by a director, officer of controlling person of each
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, each Registrant will, unless in the opinion of its
counsel the matter has been settled by the controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
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 Registrants pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act of 1933 shall be deemed to be part of this registration
statement as of the time it was declared effective.
For the purpose 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 shall be deemed to be
the initial bona fide offering thereof.
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, East West
Bancorp, Inc. 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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Marino, State of California on the 25th day
of January 2001.
EAST WEST BANCORP, INC.
By: /s/ DOUGLAS KRAUSE
-----------------------------------------
Douglas Krause
EXECUTIVE VICE PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each of the directors and/or officers of
East West Bancorp, Inc. whose signature appears below hereby appoints Julia Gouw
and Douglas Krause, and each of them severally, as his or her attorney-in-fact
to sign in his or her name and behalf, in any and all capacities stated below
and to file with the Securities and Exchange Commission any and all amendments,
including post-effective amendments, to this Registration Statement on
Form S-3, making such changes in the Registration Statement as appropriate, and
generally to do all such things in their behalf in their capacities as directors
and/or officers to enable East West Bancorp, Inc. to comply with the provisions
of the Securities Act of 1933, and all requirements of the Securities and
Exchange Commission.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ DOMINIC NG Chairman of the Board, January 25, 2001
------------------------------------------- President and Chief
Dominic Ng Executive Officer
(principal executive
officer)
/s/ JULIA GOUW Executive Vice President January 25, 2001
------------------------------------------- and Chief Financial
Julia Gouw Officer (principal
financial and accounting
officer)
/s/ HERMAN LI Director January 25, 2001
-------------------------------------------
Herman Li
/s/ JACK C. LIU Director January , 2001
-------------------------------------------
Jack C. Liu
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SIGNATURE TITLE DATE
--------- ----- ----
/s/ JAMES MISCOLL Director January 25, 2001
-------------------------------------------
James Miscoll
/s/ EDWARD ZAPANTA Director January 25, 2001
-------------------------------------------
Edward Zapanta
/s/ KEITH RENKEN Director January 25, 2001
-------------------------------------------
Keith Renken
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
------- -----------
4.1 Specimen certificate for Common Stock of the Company (1)
5 Opinion of Manatt, Phelps & Phillips, LLP
23.1 Consent of Deloitte & Touche LLP, independent auditors.
23.2 Consent of Manatt Phelps & Phillips, LLP (included in
Exhibit 5).
99 Form of Agreement between East West Bancorp, Inc. and Sutro
& Co., Inc. Re: Sale of Shares
- ------------------------
(1) Incorporated by reference to the Company's Registration Statement on
Form S-4/A filed with the SEC on November 13, 1998 (Registration
No. 333-63605).
II-1