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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 20, 1998
REGISTRATION NO. 333-43531
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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COMMUNITY WEST BANCSHARES
(Exact Name of Registrant as Specified in Its Charter)
California 77-0446957
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
5827 Hollister Avenue
Goleta, California 93117
(Address of Principal Executive Offices Including Zip Code)
COMMUNITY WEST BANCSHARES
1997 STOCK OPTION PLAN
(Full Title of the Plan)
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Llewellyn W. Stone
President and Chief Executive Officer
5827 Hollister Avenue
Goleta, California 93117
(Name and Address of Agent for Service)
Telephone number, including area code, of agent for service: (805) 683-4944
Copy to:
Arthur A. Coren, Esq.
HORGAN, ROSEN, BECKHAM & COREN, L.L.P.
21700 Oxnard Street, Suite 1400
Woodland Hills, California 91367
(818) 340-6100
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================
Proposed
Proposed Maximum
Maximum Aggregate Amount of
Title of Securities Amount to be Offering Price Offering Registration
to be Registered Registered Per Share Price Fee
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<S> <C> <C> <C> <C>
Common Stock, 456,427 shares $18.00(1) $8,215,686(1) $2,425
No Par Value -------------- -------- ---------- ------
==========================================================================================================
</TABLE>
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1 Estimated solely for the purposes of calculating the registration fee on the
basis of the average of the high and low sales price for the Common Stock,
no par value per share, of Goleta National Bank within five (5) business
days prior to the date of filing in accordance with Securities Act
Rule 457(c).
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PROSPECTUS
COMMUNITY WEST BANCSHARES
COMMON STOCK, NO PAR VALUE PER SHARE
456,427 Shares of Common Stock
This Prospectus (the "Prospectus") covers the resale by officers or
directors (the "Selling Shareholders") of Community West Bancshares (the
"Company"), of shares of the Company's common stock, no par value per share (the
"Common Stock"), acquired pursuant to those certain stock option agreements
executed by and between the Company and the Selling Shareholders (the "Stock
Option Agreement") in connection with the Community West Bancshares 1997 Stock
Option Plan (the "Plan").
The Selling Shareholders may offer shares of Common Stock from time to
time to purchasers directly or through underwriters, dealers or agents. Such
shares of Common Stock may be sold at market prices prevailing at the time of
sale or at negotiated prices.
The Common Stock is quoted on the National Association of Securities
Dealers Automated Quotation System National Market under the trading symbol
"CWBC." The last sale price for the Common Stock as so reported was on or about
February 18, 1998 and was $25.50 per share. The Company will not receive any of
the proceeds from the sale of shares of Common Stock by the Selling
Shareholders. The address of the principal executive offices of the Company is
5827 Hollister Avenue, Goleta, California 93117 and its telephone number is
(805) 692-1862.
SEE "RISK FACTORS" AT PAGE 3 FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY EACH PURCHASER.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------------
No dealer, salesman or other person has been authorized to give any
information or to make any representation in this Prospectus, and, if given or
made, such information or representation should not be relied upon as having
been authorized by the Company or any Selling Shareholders. This Prospectus does
not constitute an offer to sell or a solicitation of an offer to buy any
security in any jurisdiction in which, or to any person to whom, such offer or
solicitation would be unlawful. Neither the delivery of this Prospectus nor any
distribution of the securities made under this Prospectus shall under any
circumstances create any implication that there has been no change in the
affairs of the Company since the date hereof or that the information contained
herein is correct as of any time subsequent to the date hereof.
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The date of this Prospectus is February 20, 1998
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INTRODUCTION
Goleta National Bank (the "Bank") is a California state-chartered
community bank located in Goleta, California. The Board of Directors determined
that it was in the best interest of the Bank and its shareholders to form a bank
holding company to remain competitive in the Bank's market area. Toward that
end, Community West Bancshares was formed as a California corporation. Under the
terms of the Plan of Reorganization and Consolidation Agreement (the
"Reorganization Agreement"), adopted by the Board of Directors of Company and
Bank and approved by the requisite vote of the Bank's shareholders at a Special
Meeting of Shareholders held on October 30, 1997, the shareholders of the Bank
received shares of the Common Stock and Warrants to purchase Common Stock of the
Company on a one-for-one basis at the effective time of the reorganization. Upon
consummation of the reorganization, the shareholders of the Bank became the
shareholders of the Company and the Bank became the wholly-owned subsidiary of
the Company. The Company issued 1,540,658 shares of Company Common Stock and
Warrants to purchase 438,883 shares of Company's Common Stock at the effective
time of the reorganization. The shareholders of the Company have the same
rights, preferences and privileges as they did as shareholders of the Bank. The
reorganization was consummated effective December 31, 1997.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements, and other information concerning the Company may be inspected and
copied at the public reference facilities maintained by the Commission in
Washington D.C. 20549 and at the Commission's regional offices at 7 World Trade
Center, Suite 1300, New York, New York 10048 and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such materials
can also be obtained upon written request addressed to the Commission, Public
Reference Branch, 450 Fifth Street, N.W. Washington, D.C. 20549, at prescribed
rates. Upon request, and when suitable arrangements can be made, such records
may be sent to any other Commission office for inspection, including the Pacific
Regional Office, 5670 Wilshire Boulevard, 11th Floor, Los Angeles, California
90036. Electronic filings made through the Electronic Data Gathering, Analysis,
and Retrieval system are available through the Commission's Web site
(http://www.sec.gov). Such reports and other information concerning the Company
can also be inspected at the offices of the Company at 5827 Hollister Avenue,
Goleta, California 93117.
The Company has filed with the Commission a registration statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the securities offered hereby.
This Prospectus, which constitutes a part of the Registration Statement, does
not contain all of the information set forth in the Registration Statement,
certain items of which are contained in schedules and exhibits to the
Registration Statement as permitted by the rules and regulations of the
Commission. Statements made in this Prospectus as to the contents of any
contract, agreement or the document referred to are not necessarily complete.
With respect to each such contract, agreement or other document filed as an
exhibit to the Registration Statement, reference is made to the exhibit for a
more complete description of the matter involved, and each such statement shall
be deemed qualified in its entirety by such reference. Items and information
omitted from this Prospectus but contained in the Registration Statement may be
inspected and copied at the Public Reference Facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington D.C. 20549.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents of the Bank and Company which have been filed
with the Office of the Comptroller of the Currency and Commission, respectively,
pursuant to the applicable statutes are incorporated herein by reference:
(1) The Bank's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.
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(2) The Bank's Quarterly Report on Form 10-Q for the quarter ended March
31, 1997.
(3) The Bank's Quarterly Report on Form 10-Q for the quarter ended June
30, 1997.
(4) The Bank's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997.
(5) The Company's Current Report on Form 8-K for the month of January
1998.
(6) The description of the Company's Common Stock which is contained in
its Registration Statement on Form 8-A dated December 31, 1997, filed under the
Securities Exchange Act of 1934 (the "Exchange Act"), and any amendment or
report filed for the purpose of updating such information.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, and prior to the filing of a
post-effective amendment to the Registration Statement that indicates that all
securities offered hereby have been sold or that deregisters all securities
offered hereby then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing such documents.
Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference will be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained herein or
in any subsequently filed document which is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statements so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide, without charge, to each person to whom copy of
this Prospectus is delivered, on written or oral request of such person, a copy
of any or all of the documents incorporated herein by reference (other than
exhibits thereto unless such exhibits are specifically incorporated by reference
into the information that this Prospectus incorporates). Requests should be
directed to the Company's Executive Offices at 5827 Hollister Avenue, Goleta,
California 93117, (805) 692-1862.
Until (date 25 days after effective date) all dealers effecting
transactions in the registered securities, whether or not participating in
distribution, may be required to deliver a prospectus. This is in addition to
the obligation of dealers to deliver a prospectus when acting as underwriters
and with respect to their unsold allotments or subscriptions.
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RISK FACTORS
Prospective investors should carefully consider the following risk
factors as well as the other information contained or incorporated by reference
in this Prospectus before purchasing shares offered hereby.
Adverse Economic and Other Conditions. Commencing in 1990 and continuing
to date, the California economy has been impacted by the economic recession
which as affected many regions of the United States during this period and, in
Southern California, by certain acts of nature. While economic reports indicate
an improvement in the Southern California economy, a worsening of current
economic conditions could have an adverse effect on the Company's business,
including the demand for new loans, refinancing activity, the ability of
borrowers to repay outstanding loans and the value of the collateral securing
such loans. The profitability of the Company may be impaired by adverse changes
in local and regional economic conditions which affect the areas in which the
Company does business or by acts of nature (including earthquakes, which may
cause uninsured damage and other loss of value to real estate that secures the
Company's loans) in those areas. Such events could also have a significant
adverse impact on the value of such collateral or the Company's earnings.
Government Regulation; Dividend Restrictions. The Company and the Bank
are subject to extensive federal governmental supervision, regulation and
control, and future legislation and government policy could adversely affect the
financial industry. The full impact of such legislation and regulation cannot be
predicted, and future changes may alter
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the structure and competitive relationship among financial institutions. In
addition, federal regulatory authorities have the power in certain circumstances
to prohibit dividends and other payments from the Bank to the Company, although
this has not happened to date. Under federal law and regulations promulgated by
the Office of the Comptroller of the Currency (the "Comptroller"), the ability
of national banks, like the Bank, to pay dividends is limited. A national bank
may not pay dividends from its capital and all dividends must be paid out of net
profits then on hand, after deducting losses and bad debts. Furthermore, a
national bank is prohibited from declaring a dividend on shares of common stock
until its surplus fund equals the amount of capital stock or, if the surplus
fund does not equal the amount of the capital stock, until one-tenth of the
bank's net profits of the preceding half-year in the case of quarterly or
semi-annual dividends, or the preceding two consecutive half-year periods in the
case of an annual dividend, are transferred to the surplus fund. Moreover, the
approval of the Comptroller is required for the payment of dividends if the
total of all dividends declared by a national bank in any calendar year would
exceed the total of its retained net profits for the year combined with its net
profits for the two preceding years, less any required transfers to surplus or a
fund for the retirement of any preferred stock. The Comptroller has broad
discretionary authority to prohibit a national bank from engaging in unsound
banking practices. It is therefore possible, depending upon the financial
condition of the Bank, that the Comptroller may assert that the payment of
dividends or other payments by the Bank would be considered an unsafe or unsound
banking practice and, therefore, prohibit the payment of dividends until the
Bank's financial condition improved.
Capital Standards. The federal banking agencies have risk-based capital
adequacy guidelines intended to provide a measure of capital adequacy that
reflects the degree of risk associated with a banking organization's operations
for both transactions reported on the balance sheet as assets and transaction,
such as letters of credit and recourse arrangements, which are recorded as
off-balance sheet items. In determining the capital level the Bank is required
to maintain, the FDIC does not, in all respects, follow generally accepted
accounting principals ("GAAP") and has special rules which have the effect of
reducing the amount of capital it will recognize for purposes of determining the
capital adequacy of the Bank. Future changes in FDIC regulations or practices
could increase the capital level the Bank is required to maintain or further
reduce the amount of capital recognized for purposes of capital adequacy. Such
change could affect the ability of the Company to grow and could restrict the
amount of profits, if any, available for the payment of dividends.
Competition. The Company faces strong competition both in attracting
deposits and in making loans. The Company's competition in making loans comes
principally from commercial banks, savings and loan associations, mortgage
companies, and to a lesser degree, thrift and loan companies, credit unions and
insurance companies. Many of the nation's largest commercial banks and savings
and loan associations have a significant number of branch offices in the areas
in which the Company conducts operations. By virtue of their larger capital
base, many of the commercial banks and savings and loan associations with which
the Company competes have significantly greater lending limits than the Bank and
perform other services for their customers which the Bank can offer only through
correspondents or other vendors, if at all. Deregulation of the banking industry
and increased competition from nonbank entities for the cash balances of
individuals and businesses have had and will continue to have a significant
impact on the competitive position of the Bank. Competition for loans tends to
increase during periods of low interest rates. Among the advantages of the
larger of these institutions are their ability to make larger loans, finance
extensive advertising campaigns, access international money markets and
generally allocate their investment assets to regions of highest yield and
demand. Management believes that its most direct competition for deposits comes
from commercial banks, stock brokerage firms, savings and loan associations,
thrift and loan companies and credit unions. Additional significant competition
for deposits may be expected to arise from corporate and governmental debt
securities, as well as money market mutual funds.
USE OF PROCEEDS
The Selling Shareholder will receive all of the net proceeds from the
sale of the shares of Common Stock owned by the Selling Shareholder and offered
hereby. The Company will receive none of the proceeds of the sale of such shares
of Common Stock.
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SELLING SECURITY HOLDERS
The Common Stock covered by this Prospectus is being offered by the
Selling Shareholders identified in the table below. The shares of Common Stock
have been acquired by the Selling Shareholders pursuant to the Stock Option
Agreements with the Company. The following sets forth certain information as of
December 31, 1997, with respect to the Selling Shareholders and the shares of
Common Stock offered hereby:
<TABLE>
<CAPTION>
Maximum Maximum %
Amount of of Shares to
Shares of No. Of Shares Shares to be be Held
Common Stock Underlying Held After After
Security Holder Position Presently Held Options Held Offering(2) Offering(3)
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<S> <C> <C> <C> <C> <C>
Michael A. Alexander Chairman of the 22,093 8,030 22,093 1.43%
Board of Directors of
the Company and the Bank
Mounir R. Ashamalla Director of the 25,853 5,082 25,853 1.68%
Company and the Bank
Robert H. Bartlein Director of the Company 24,423 11,902 24,423 1.57%
and Vice Chairman of
the Board of Directors
of the Bank
Jean W. Blois Director of the 16,448 12,122 16,448 1.06%
Company and the Bank
John D. Illgen Director of the
Company and the Bank 10,531 7,722 10,531 .68%
John D. Markel Vice Chairman of the 89,086 7,920 89,086 5.78%
Board of Directors of
the Company and Director
of the Bank
Michel Nellis Secretary and Director 12,035 7,722 12,035 .78%
of the Company and
the Bank
William R. Peeples Director of the 139,364 1,430 139,364 9.04%
Company and the Bank
Lynda K. Pullon Senior Vice President 300 10,000 300 less than 1/10th
and Chief Financial of 1%
Officer of the Company
and the Bank
C. Randy Shaffer Executive Vice 22,150 -0- 22,150 1.44%
President and Director
of the Company and
the Bank
James R. Sims, Jr. Director of the 3,892 4,576 3,892 .25%
Company and the Bank
Llewellyn W. Stone President and Chief 30,712 39,500 30,712 1.94%
Executive Officer of the
Company and the Bank
</TABLE>
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2 Assumes sale of all option shares in offering.
3 Assumes the options shares of the particular Selling Shareholder are issued
and outstanding.
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PLAN OF DISTRIBUTION
The Selling Shareholders have not advised the Company of any specific
plans for the distribution of the shares of Common Stock covered by this
Prospectus, but it is anticipated that the Selling Shareholder may sell all or a
portion of the shares of Common Stock from time to time to purchasers directly
or through underwriters, dealers or agents, who may receive compensation in the
form of underwriting discounts, concessions or commissions from the Selling
Shareholder and/or purchasers of the shares of Common Stock for whom they may
act as agent. The Selling Shareholder will be responsible for payment of any and
all commissions to brokers, which will be negotiated on an individual basis. The
Selling Shareholder and any underwriters, dealers or agents that participate in
the distribution of the shares of Common Stock might be deemed to be
underwriters, and any profit on the sale of such shares of Common Stock by them
and any discounts, commissions or concessions received by any such underwriters,
dealers, or agents might be deemed to be underwriting discounts and commissions
under the Securities Act. At the time a particular offer of any of the shares of
Common Stock is made, to the extent required, a supplement to this Prospectus
will be distributed which will set forth the aggregate principal amount of stock
being offered and the terms of the offering, including the name or names of any
underwriters, dealers or agents, any discounts, commissions or other items
constituting compensation from the Selling Shareholders and any discounts,
commissions or concessions allowed or re-allowed or paid to dealers.
The shares of Common Stock may be sold on the NASDAQ National Market
System or in privately negotiated transactions. In addition, any securities
covered by this Prospectus which qualify for sale pursuant to Rule 144 of the
Securities Act may be sold under Rule 144 rather than pursuant to this
Prospectus. The Selling Shareholders will be subject to applicable provisions of
the Exchange Act, and the rules and regulations thereunder, including, without
limitation, Rule 10b-6 and 10b-7, which provisions may limit the timing of
purchases and sales of any of the shares of Common Stock by the Selling
Shareholders. There is no assurance that the Selling Shareholders will sell any
or all the Common Stock described herein and may transfer, devise or gift such
shares by other means not described herein.
LEGAL MATTERS
The validity of the shares offered hereby will be passed on for the
Company by Horgan, Rosen, Beckham & Coren, L.L.P., Los Angeles, California.
EXPERTS
The financial statements and schedules incorporated in this Prospectus
by reference to the Bank's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, have been audited by Deloitte & Touche LLP, independent
public accountants, as stated in their reports, which have been incorporated
herein by reference, and have been so incorporated in reliance upon such reports
given upon the authority of that firm as experts in accounting and auditing.
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