Registration
Statement No. 333- ________
AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 17,
2008
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
____________________
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
____________________
WILSHIRE
BANCORP, INC.
(Exact
name of registrant as specified in its charter)
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CALIFORNIA
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20-0711133
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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3200
WILSHIRE BOULEVARD
LOS
ANGELES, CALIFORNIA 90010
(Address
of principal executive offices, including zip code)
WILSHIRE
BANCORP, INC. 2008 STOCK INCENTIVE PLAN
(Full
title of the plan)
____________________
ALEX
KO
CHIEF
FINANCIAL OFFICER
WILSHIRE
BANCORP, INC.
3200
WILSHIRE BOULEVARD
LOS
ANGELES, CALIFORNIA 90010
(213)
387-3200
(Name,
address and telephone number, including area code, of agent for
service)
____________________
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer
o
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Accelerated
filer
þ
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Non-accelerated
filer
o
(Do not check if a smaller reporting company)
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Smaller
reporting company
o
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CALCULATION
OF REGISTRATION FEE
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Title
of Securities
to
be Registered
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Amount
to be Registered
(1)
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Proposed
Maximum
Offering
Price
Per
Share
(2)
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Proposed
Maximum
Aggregate
Offering
Price
(2)
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Amount
of
Registration
Fee
(3)
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Common
stock, no par value per share
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2,933,200
shares
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$8.37
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$24,550,884
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$964.85
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(1)
Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as
amended, the number of shares of common stock of Wilshire Bancorp, Inc.
registered hereunder includes such indeterminate number of additional shares
of
common stock as may be offered or issued in the future to prevent dilution
resulting from stock splits, stock dividends or similar
transactions.
(2)
Estimated solely for the purpose of computing the registration fee. This amount
was calculated pursuant to Rule 457(h) under the Securities Act of 1933, as
amended, on the basis of $8.37 per share, which was the average of the high
and
low prices of the common stock of Wilshire Bancorp, Inc. on the NASDAQ National
Market on July 14, 2008.
(3)
Calculated by multiplying the estimated aggregate offering price of securities
to be registered by 0.0000393.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(A) PROSPECTUS
The
documents containing the information specified in this Part I will be sent
or
given to employees as specified by Rule 428(b)(1) under the Securities Act
of
1933. Such documents need not be filed with the Securities and Exchange
Commission either as part of this Registration Statement or as prospectuses
or
prospectus supplements pursuant to Rule 424 under the Securities Act. Those
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this Form, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities
Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3.
Incorporation
of Documents by Reference.
Wilshire
Bancorp, Inc. (the “Company” or the “Registrant”) hereby incorporates by
reference into this registration statement the following documents:
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a.
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The
Company’s Annual Report on Form 10-K for the fiscal year ended December
31, 2007, as filed on March 17, 2008 and as amended on Form 10-K/A,
filed
on April 29, 2008.
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b.
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The
Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 2008, as filed on May 12, 2008.
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c.
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The
Company’s Current Reports on Form 8-K filed June 13, 2008, May 30, 2008,
March 31, 2008, March 26, 2008 and February 28, 2008.
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d.
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The
description of the Company’s common stock, no par value per share,
contained in the Company’s Registration Statement on Form 8-A, filed April
31, 2004, and any amendment or report filed subsequent thereto for
the
purpose of updating such
description.
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All
documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing such
documents. Any statement contained in this registration statement shall be
deemed to be modified or superseded to the extent that a statement contained
in
a subsequently filed document which is, or is deemed to be, incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement. Any statement contained
in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained in any other subsequently
filed document that is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement.
Item
4. Description of Securities.
Not
applicable.
Item
5.
Interests
of Named Experts and Counsel.
Not
applicable.
Item
6.
Indemnification
of Directors and Officers.
Section
317 of the California General Corporation Law (the "CGCL") authorizes a court
to
award, or a corporation's board of directors to grant, indemnity to directors
and officers who are parties or are threatened to be made parties to any
proceeding (with certain exceptions) by reason of the fact that the person
is or
was an agent of the corporation, against expenses, judgments, fines, settlements
and other amounts actually and reasonably incurred in connection with the
proceeding if that person acted in good faith and in a manner the person
reasonably believed to be in the best interests of the corporation, and in
the
case of a criminal proceeding, had no reasonable cause to believe the conduct
of
the person was unlawful.
Section
204 of the CGCL provides that a corporation's articles of incorporation may
not
limit the liability of directors (i) for acts or omissions that involve
intentional misconduct or a knowing and culpable violation of law, (ii) for
acts
or omissions that a director believes to be contrary to the best interests
of
the corporation or its shareholders or that involve the absence of good faith
on
the part of the director, (iii) for any transaction from which a director
derived an improper personal benefit, (iv) for acts or omissions that show
a
reckless disregard for the director's duty to the corporation or its
shareholders in circumstances in which the director was aware, or should have
been aware, in the ordinary course of performing a director's duties, of a
risk
of a serious injury to the corporation or its shareholders, (v) for acts or
omissions that constitute an unexcused pattern of inattention that amounts
to an
abdication of the director's duty to the corporation or its shareholders, (vi)
under Section 310 of the CGCL (concerning transactions between corporations
and
directors or corporations having interrelated directors) or (vii) under Section
316 of the CGCL (concerning directors' liability for distributions, loans,
and
guarantees).
Section
204 further provides that a corporation's articles of incorporation may not
limit the liability of directors for any act or omission occurring prior to
the
date when the provision became effective or any act or omission as an officer,
notwithstanding that the officer is also a director or that his or her actions,
if negligent or improper, have been ratified by the directors. Further, Section
317 has no effect on claims arising under federal or state securities laws
and
does not affect the availability of injunctions and other equitable remedies
available to a corporation's shareholders for any violation of a director's
fiduciary duty to the corporation or its shareholders.
In
accordance with Section 317, the Registrant's Articles of Incorporation (the
“Articles”) limit the liability of a director to the Registrant or its
shareholders for monetary damages to the fullest extent permissible under
California law. The Articles further authorize the Registrant to provide
indemnification to its agents (including officers and directors), subject to
the
limitations set forth above. The Articles and the Registrants Bylaws further
provide for indemnification of corporate agents to the maximum extent permitted
by the CGCL.
The
indemnification provisions contained in Registrant's Articles are not exclusive
of any other rights to which a person may be entitled under any statute,
provision of the Articles, Bylaws, agreement, vote of shareholders or
disinterested directors or otherwise. In addition, Registrant may maintain
insurance on behalf of its directors and officers. The rights conferred to
any
person under the Bylaws with respect to indemnification continue as to a person
who has ceased to be a director, officer, employee or other agent and inures
to
the benefit of such person's heirs, executors and administrators.
The
foregoing summaries are necessarily subject to the complete text of the statute,
the Articles, and the Bylaws and are qualified in their entirety by reference
thereto.
Item
7.
Exemption
From Registration Claimed.
Not
applicable.
Item
8.
Exhibits.
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EXHIBIT
NO.
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DESCRIPTION
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4.1
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Articles
of Incorporation, as amended and restated (filed with the SEC as
Exhibit
3.1 to the Registration Statement on Form S-4 filed with the SEC
on June
15, 2004, and incorporated by reference herein).
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4.2
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Bylaws,
as amended and restated (filed with the SEC as Exhibit 3.2 to the
Registration Statement on Form S-4 filed with the SEC on June 15,
2004,
and incorporated by reference herein).
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4.3
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Wilshire
Bancorp Inc., 2008 Stock Incentive Plan (filed as Appendix A to
the
Company’s Definitive Proxy Statement on Schedule 14A, filed with the SEC
on May 8, 2008 and incorporated by reference herein).
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4.4
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Form
of Common Share Certificate (filed with the SEC as Exhibit 4.1
to the
Registration Statement on Form S-4 filed with the SEC on April
1, 2004,
and incorporated by reference herein).
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5.1
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Opinion
of Hunton & Williams LLP as to the legality of the securities being
registered.*
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23.1
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Consent
of Hunton & Williams LLP (included in the opinion filed as Exhibit
5.1).
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23.2
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Consent
of Deloitte & Touche LLP *
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24.1
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Powers
of Attorney (included on signature
page).
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_______
*
Filed
herewith.
Item
9.
Undertakings.
(a)
The
undersigned registrant hereby undertakes:
1.
To
file,
during any period in which offers or sales are made, a post-effective amendment
to this registration statement;
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(i)
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To
include any prospectus required by Section 10(a)(3) of the Securities
Act;
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(ii)
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To
reflect in the prospectus any facts or events arising after the
effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent
a
fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease
in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation
from
the low or high end of the estimated maximum offering range may
be
reflected in the form of prospectus filed with the Commission pursuant
to
Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate
offering
price set forth in the “Calculation of Registration Fee” table in the
effective registration statement;
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(iii)
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To
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change in such information in the registration
statement;
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provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15 (d) of
the
Exchange Act that are incorporated by reference in the registration
statement.
2.
That,
for
the purpose of determining any liability under the Securities Act, 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 registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the
offering.
(b)
The
undersigned registrant hereby undertakes that, for purposes of determining
any
liability under the Securities Act, each filing of the registrant’s annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan’s annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(c)
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions described under Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in
the
Securities Act, and is, therefore, unenforceable. In the event that a claim
for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
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 has duly caused this registration statement to be
signed
on its behalf by the undersigned, thereunto duly authorized, in the City
of Los
Angeles, State of California, on this 17
th
day of
July, 2008.
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WILSHIRE
BANCORP, INC.
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By:
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/s/
Alex Ko
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Alex
Ko
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Chief
Financial Officer
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(Principal
Financial Officer)
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POWER
OF
ATTORNEY
KNOW
ALL
MEN BY THESE PRESENTS that each person whose signature appears below constitutes
and appoints Joanne Kim and Alex Ko, and each of them (with full power to
act
alone) as true and lawful attorneys-in-fact, and stead, in any and all
capacities, to sign any amendments to this registration statement and to
file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming
all
that said attorney-in-fact, or their substitute or substitutes, may lawfully
do
or cause to be done by virtue thereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed below by the following persons in the capacities indicated
on
July 16, 2008.
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Signature
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Title
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Date
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/s/
Steven Koh
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Chairman
and Director
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July
16, 2008
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Steven
Koh
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/s
/ Joanne Kim
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President,
Chief Executive Officer and Director
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July
16, 2008
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Joanne
Kim
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(Principal
Executive Officer)
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/s/
Mel Elliot
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Director
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July
16, 2008
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Mel
Elliot
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/s/
Lawrence Jeon
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Director
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July
16, 2008
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Lawrence
Jeon
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/s/
Gapsu Kim
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Director
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July
16, 2008
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Gapsu
Kim
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/s/
Kyu-Hyun Kim
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Director
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July
16, 2008
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Kyu-Hyun
Kim
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/s/
Richard Y. Lim
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Director
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July
16, 2008
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Richard
Y. Lim
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/s/
Fred F. Mautner
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Director
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July
16, 2008
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Fred
F. Mautner
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/s/
Young H. Pak
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Director
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July
16, 2008
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Young
H. Pak
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/s/
Harry Siafaris
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Director
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July
16, 2008
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Harry
Siafaris
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/s/
Alex Ko
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Chief
Financial Officer
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July
16, 2008
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Alex
Ko
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(Principal
Financial Officer and Principal Accounting Officer)
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EXHIBIT
INDEX
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EXHIBIT
NO.
|
DESCRIPTION
|
|
|
|
|
4.1
|
Articles
of Incorporation, as amended and restated (filed with the SEC as
Exhibit
3.1 to the Registration Statement on Form S-4 filed with the SEC
on June
15, 2004, and incorporated by reference herein).
|
|
|
|
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4.2
|
Bylaws,
as amended and restated (filed with the SEC as Exhibit 3.2 to the
Registration Statement on Form S-4 filed with the SEC on June 15,
2004,
and incorporated by reference herein).
|
|
|
|
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4.3
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Wilshire
Bancorp Inc., 2008 Stock Incentive Plan (filed as Appendix A to
the
Company’s Definitive Proxy Statement on Schedule 14A, filed with the SEC
on May 8, 2008 and incorporated by reference herein).
|
|
|
|
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4.4
|
Form
of Common Share Certificate (filed with the SEC as Exhibit 4.1
to the
Registration Statement on Form S-4 filed with the SEC on April
1, 2004,
and incorporated by reference herein).
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|
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5.1
|
Opinion
of Hunton & Williams LLP as to the legality of the securities being
registered.*
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23.1
|
Consent
of Hunton & Williams LLP (included in the opinion filed as Exhibit
5.1).
|
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23.2
|
Consent
of Deloitte & Touche LLP *
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24.1
|
Powers
of Attorney (included on signature
page)
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_______
*
Filed
herewith.
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