<PAGE>
As filed with the Securities and Exchange Commission on October 6, 1999
Registration No. 33-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
EAST WEST BANCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-4703316
(State or Other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification No.)
415 Huntington Drive 91108
San Marino, California (Zip Code)
(Address of Principal Executive Offices)
EAST WEST BANCORP INC.
1998 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
Mr. Douglas P. Krause
Senior Vice President, Secretary and General Counsel
East West Bancorp, Inc.
(Name and Address of Agent for Service)
(626) 583-3587
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Proposed Maximum Offering Proposed Maximum
Title of Securities to Amount to be Price Per Aggregate Offering Amount of
be Registered Registered/1/ Share/2/ Price/2/ Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,000,000 $11.16 $11,160,000 $3,102.48
- -----------------------------------------------------------------------------------------------------------------------------------
Total 1,000,000 $11.16 $11,160,000 $3,102.48
===================================================================================================================================
</TABLE>
1 These shares are reserved for issuance pursuant to East West Bancorp,
Inc.'s 1998 Employee Stock Purchase Plan (the "Plan"). Pursuant to
Rule 416, also being registered are additional shares of common stock
as may become issuable under the Plan through the operation of anti-
dilution provisions.
2 Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(h) and based upon the average of the high and low
sales price of the common stock of East West Bancorp, Inc. in the
consolidated reporting system of the NASDAQ National Market System on
October 4, 1999, of $11.16.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents of East West Bancorp, Inc., a Delaware
corporation (the "Company"), previously filed with the Securities and Exchange
Commission are incorporated by reference:
(1) The Company's Annual Report on Form 10-K for the year ending
December 31, 1998;
(2) The Company's Quarterly Report on Form 10-Q for the quarter
ending March 31, 1999;
(3) The Company's Quarterly Report on Form 10-Q for the quarter
ending June 30, 1999; and
(4) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed on October 2, 1998
together with any amendment or report filed with the Securities
and Exchange Commission for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) or the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereunder have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and the Prospectus that is part hereof from the date of
filing such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Counsel for the Company is an officer of Company. He has the following
interests 36,200 shares of common stock of the Company, 25,000 options to
purchase shares of the Company at a grant price of $10.00 per share, and 1,363
shares of restricted stock of the Company.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law (the "GCL") of Delaware
empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party
2
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to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
or she is 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 or enterprise. Depending on the character of the
proceeding, a corporation may indemnify against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with such action, suit or proceeding if the person
identified acted in good faith and in a manner he or she 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 cause to believe his or her conduct
was unlawful. In the case of an action by or in the right of the corporation, no
indemnification may 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 in which such action or suit was brought shall
determine that despite the adjudication of liability such person is fairly and
reasonably entitled to indemnity for such expenses that the court shall deem
proper. Section 145 further provides that to the extent a present or former
director or officer of a corporation has been successful in the defense of any
action, suit or proceeding referred to above or in the defense of any claim,
issue or matter herein, he or she shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him or her in
connection therewith. The statute provides that indemnification pursuant to its
provisions is not exclusive of other rights of indemnification to which a person
may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.
The Company's Certificate of Incorporation and Bylaws, provide, in
effect, that to the full extent and under the circumstances permitted by Section
145 of the GCL, the Company shall indemnify any person who was or is a party or
is threatened to be made a party to any action, suit or proceeding of the type
described above by reason of the fact that he or she is or was or an executive
officer of the Company or serves or served at the Company's request as a
director, officer, employee, partner, or trustee of another corporation, joint
venture, trust or other enterprise.
The Company's Certificate of Incorporation relieves its directors from
monetary damages to the Company or its stockholders for breach of such
director's fiduciary duty as a director to the fullest extent permitted by the
GCL. Under Section 102(b)(7) of the GCL, a corporation may relieve its directors
from personal liability to such corporation or its stockholders for monetary
damages for any breach of their fiduciary duty as directors except (i) for a
breach of the duty of loyalty, (ii) for failure to act in good faith, (iii) for
intentional misconduct or knowing violation of law, (iv) for willful or
negligent violation of certain provisions of the GCL imposing certain
requirements with respect to stock purchases, redemptions and dividends or (v)
for any transaction from which the director derived an improper personal
benefit.
Item 7. Exemption from Registration Claimed.
None.
3
<PAGE>
Item 8. Exhibits.
Exhibit
Number Description
- ------ ----------------------------------------------------------------------
3.1 Certificate of Incorporation of the Registrant, incorporated herein by
reference to Exhibit 3(i) to the Registrant's Registration Statement
on Form S-4, as filed September 17, 1998.
3.2 Bylaws of the Registrant, incorporated herein by reference to Exhibit
3(ii) to the Registrant's Registration Statement Form S-4, as filed
September 17, 1998.
4.1 Specimen Certificate of the Registrant, incorporated herein by
reference to Exhibit 4.1 to the Registrant's Registration Statement on
Form S-4, as filed September 17, 1998.
4.2 Registration Rights Agreement, incorporated herein by reference to
Exhibit 4.2 to the Registrant's Registration Statement on Form S-4, as
filed September 17, 1998.
4.3 Warrant Agreement, incorporated herein by reference to Exhibit 4.3
to the Registrant's Registration Statement on Form S-4, as filed
September 17, 1998.
5.1 Opinion of Douglas P. Krause.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Douglas P. Krause (included in Exhibit 5.1).
99.1 Registrant's 1998 Employee Stock Purchase Plan, incorporated herein
by reference to Exhibit 10.7 to the Registrant's Registration
Statement on Form S-4, as filed September 17, 1998.
Item 9. Undertakings.
1. The undersigned registrant hereby undertakes:
(i) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement 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.
(ii) That, for the purpose of determining any liability under the
4
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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 the initial bona
fide offering thereof.
(iii) 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.
2. The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the 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 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.
3. 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 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 registration 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 it 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 Act and will
be governed by the final adjudication of such issue.
5
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and had duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in San Marino, State of California, on this 30th day of September,
1999.
EAST WEST BANCORP, INC.
By:/s/ Douglas P. Krause
----------------------------------------
Douglas P. Krause
Senior Vice President, Secretary and
General Counsel
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.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Dominic Ng Chairman of the Board, President and September 30, 1999
- ---------------------
Dominic Ng Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Julia Gouw Executive Vice President, September 30, 1999
- ----------------------
Julia Gouw Chief Financial Officer and
Director (Principal Financial
and Accounting Officer)
/s/ Jack C. Liu Director September 30, 1999
- ----------------------
Jack C. Liu
/s/ Herman Li Director September 30, 1999
- ----------------------
Herman Li
/s/ Kenneth P. Slosser Director September 30, 1999
- ----------------------
Kenneth P. Slosser
/s/ Edward Zapanta Director September 30, 1999
- ----------------------
Edward Zapanta
</TABLE>
6
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
- ----------- ------------------------------------- -------------
3.1 Certificate of Incorporation of the Registrant,
incorporated herein by reference to Exhibit 3(i)
to the Registrant's Registration Statement on Form
S-4, as filed September 17, 1998.
3.2 Bylaws of the Registrant, incorporated herein by
reference to Exhibit 3(ii) to the Registrant's
Registration Statement Form S-4, as filed
September 17, 1998.
4.1 Specimen Certificate of the Registrant,
incorporated herein by reference to Exhibit 4.1 to
the Registrant's Registration Statement on Form S-
4, as filed September 17, 1998.
4.2 Registration Rights Agreement, incorporated herein
by reference to Exhibit 4.2 to the Registrant's
Registration Statement on Form S-4, as filed
September 17, 1998.
4.3 Warrant Agreement, incorporated herein by
reference to Exhibit 4.3 to the Registrant's
Registration Statement on Form S-4, as filed
September 17, 1998.
5.1 Opinion of Douglas P. Krause.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Douglas P. Krause (included in Exhibit 5.1).
99.1 Registrant's 1998 Employee Stock Purchase Plan,
incorporated herein by reference to Exhibit 10.6
to the Registrant's Registration Statement on Form
S-4, as filed on September 17, 1998.
7
<PAGE>
EXHIBIT 5.1
September 30, 1999
East West Bancorp. Inc.
415 Huntington Drive
San Marino, California 91108
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
I have acted as counsel to East West Bancorp, Inc., a Delaware corporation
(the "Company"), in connection with the preparation of a Registration Statement
on Form S-8 to be filed with the Securities and Exchange Commission (the
"Registration Statement"), with respect to the registration under the Securities
Act of 1933, as amended, of 1,000,000 shares of Common Stock of the Company (the
"Shares") pursuant to the Company's 1998 Employee Stock Purchase Plan (the
"Plan").
I have examined, among other things, the Company's Articles of Incorporation
and Bylaws, each as amended to date, the Plan and records of corporate
proceedings taken by the Company in connection with the authorization, issuance
and sale of the Shares pursuant to the Plan. Based on the foregoing and in
reliance thereon, it is my opinion that the Shares, when they are issued
pursuant to the Plan, will be validly issued, fully paid and non-assessable.
I hereby consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Douglas P. Krause
Douglas P. Krause
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
East West Bancorp, Inc. on Form S-8 of our report dated February 2, 1999,
appearing in the Annual Report on Form 10-K of East West Bancorp, Inc. for the
year ended December 31, 1998.
/s/ DELOITTE & TOUCHE LLP
Los Angeles, California
September 30, 1999
9
