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PacWest Bancorp Form 8-K: Current report, 2013

PacWest Bancorp Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2013-12-31: Form 8-K; Period of report 2013-12-27; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
  • 2013-12-20: Form 8-K; Period of report 2013-12-20; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 8.01 Other Events; Details 1.01.
  • 2013-11-04: Form 8-K; Period of report 2013-11-04; Description 8.01 Other Events; Details 8.01.
  • 2013-10-23: Form 8-K; Period of report 2013-10-23; Description 2.02 Results of Operations and Financial Condition; 8.01 Other Events; Details 2.02.
FiledFormPeriod of reportDescriptionDetailsDocument
2013-12-318-K2013-12-275.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On December 27, 2013, the Compensation, Nomination and Governance Committee of the Board of Directors (the “Committee”) and the Board of Directors (the “Board”) of PacWest Bancorp (“PacWest”), in order to eliminate approximately $21.0 million of tax and compensation expense related to change in control payments that PacWest would otherwise incur in connection with the consummation of the pending merger by and between PacWest and CapitalSource Inc. (the “Merger”), approved certain compensation actions for several of PacWest’s named executive officers, including Matthew P. Wagner, Victor R. Santoro, Jared M. Wolff and Daniel B. Platt, and two of its other executive officers.a13-27302_18k.htm
2013-12-208-K2013-12-201.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 8.01 Other Events1.01 On December 20, 2013, PacWest Bancorp, a Delaware corporation (“PacWest”), entered into Amendment No. 1 (the “Amendment”) to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 22, 2013, by and between PacWest and CapitalSource Inc., a Delaware corporation (“CapitalSource”).
1.02 On December 20, 2013, as part of the Amendment and pursuant to the Memorandum of Understanding, PacWest and CapitalSource agreed to terminate (the “Stock Option Terminations”), without penalty to either party, (i) the PacWest Stock Option Agreement, dated as of July 22, 2013, between CapitalSource and PacWest (the “PacWest Stock Option Agreement”) and (ii) the CapitalSource Stock Option Agreement, dated as of July 22, 2013, between PacWest and CapitalSource (the “CapitalSource Stock Option Agreement”, and together with the PacWest Stock Option Agreement, the “Stock Option Agreements”), pursuant to which each of PacWest and CapitalSource had granted to the other an option (the “Option”) to purchase shares representing up to 19.9% of the granting party’s total outstanding shares before giving effect to the exercise of the Option.
8.01 On December 20, 2013, PacWest and CapitalSource entered into a memorandum of understanding with the Plaintiffs (the “Memorandum of Understanding”) regarding the settlement of certain litigation relating to the Merger Agreement.
a13-26923_28k.htm
2013-11-048-K2013-11-048.01 Other Events8.01 Matthew P. Wagner, chief executive officer of PacWest Bancorp, and Victor R. Santoro, chief financial officer of PacWest Bancorp, will meet with investors and representatives of Morgan Stanley in Century City, California on November 4, 2013.a13-23480_18k.htm
2013-10-238-K2013-10-232.02 Results of Operations and Financial Condition; 8.01 Other Events2.02 On October 23, 2013, PacWest Bancorp announced its results of operations and financial condition for the quarter and nine months ended September 30, 2013.
8.01 The information set forth under the captions “PacWest and CapitalSource Merger Announcement,” “Forward-Looking Statements,” and “Additional Information About the Proposed Transaction and Where to Find It” in the press release furnished as Exhibit 99.1 is incorporated by reference in the this Item 8.01.
a13-22730_18k.htm
2013-08-278-K2013-08-278.01 Other Events8.01 Matthew P. Wagner, chief executive officer of PacWest Bancorp, will make presentations to current and potential investors in New York, New York on August 28, 2013.a13-19328_18k.htm
2013-08-158-K/A2013-05-319.01 Financial Statements and Exhibits9.01 To the extent required by this Item 9.01(a), the Audited Consolidated Financial Statements of FCAL as of December 31, 2012 and December 31, 2011 and for the years ended December 31, 2012, December 31, 2011 and December 31, 2010, the Report of Independent Registered Public Accounting Firm thereon, as well as the accompanying Notes thereto, included in Item 8 of Part II of FCAL’s Annual Report on Form 10-K (the “FCAL Annual Report”) and in Item 15.a13-18452_18ka.htm
2013-07-268-K2013-07-221.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; 3.02 Unregistered Sales of Equity Securities1.01 Entry into a Material Definitive Agreement.
2.02 The joint press release and an investor presentation relating to the Merger were filed as Exhibits 99.1 and 99.2 to PacWest's Current Report on Form 8-K filed on July 22, 2013.
3.02 The information contained in Item 1.01 with respect to the Stock Option Agreements and the Option granted by PacWest is incorporated herein by reference.
a2216079z8-k.htm
2013-07-238-K2013-07-232.02 Results of Operations and Financial Condition; 8.01 Other Events2.02 On July 23, 2013, PacWest Bancorp announced its results of operations and financial condition for the quarter and six months ended June 30, 2013.
8.01 The information set forth under the captions “PacWest and CapitalSource Merger Announcement”, “Forward-Looking Statements” and “Additional Information About the Proposed Transaction and Where to Find It” in the press release furnished as Exhibit 99.1 is incorporated by reference in this Item 8.01.
a13-17009_18k.htm
2013-07-228-K2013-07-228.01 Other Events8.01 On July 22, 2013, PacWest Bancorp (the “Company”) and CapitalSource Inc. (“CapitalSource”) announced that they had entered into a definitive agreement, dated as of July 22, 2013, pursuant to which CapitalSource will merge with and into the Company (the “Merger”).a13-16969_18k.htm
2013-06-048-K2013-05-312.01 Completion of Acquisition or Disposition of Assets; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events2.01 On May 31, 2013, PacWest Bancorp, a Delaware corporation (the “Company”), completed its previously announced acquisition (the “Merger”) of First California Financial Group, Inc., a Delaware corporation (“First California”) pursuant to the terms of the Agreement and Plan of Merger, dated as of November 6, 2012 (the “Merger Agreement”), between First California and the Company.
5.02 Effective May 31, 2013, in connection with the completion of the Merger and as contemplated by the terms of the Merger Agreement, the board of directors of the Company (the “Board”) expanded the size of the Board by two to fifteen and appointed Mr. Joseph N. Cohen and Dr. Antoinette T. Hubenette (each of whom served as a director of First California prior to the effective time of the Merger) to the Board.
a13-14392_18k.htm
2013-05-158-K2013-05-135.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events5.07 On May 13, 2013, PacWest Bancorp (the “Company”) held its annual meeting of stockholders.
8.01 On May 14, 2013, PacWest Bancorp issued a press release disclosing it had received all necessary regulatory approvals for its acquisition of First California Financial Group, Inc. (“FCAL”) for $8.00 per FCAL common share, or approximately $231 million in aggregate consideration, payable in PacWest common stock.
a13-12507_18k.htm
2013-05-078-K2013-05-078.01 Other Events8.01 Matthew P. Wagner, chief executive officer of PacWest Bancorp, and Victor R. Santoro, executive vice president and chief financial officer of PacWest Bancorp, will make presentations to current and potential investors at the D.A. Davidson & Co. Financial Services Conference in Seattle, Washington on May 8, 2013.a13-11605_18k.htm
2013-04-178-K2013-04-172.02 Results of Operations and Financial Condition2.02 On April 17, 2013, PacWest Bancorp announced its results of operations and financial condition for the quarter ended March 31, 2013.a13-10248_18k.htm
2013-03-218-K2013-03-205.07 Submission of Matters to a Vote of Security Holders5.07 On March 20, 2013, PacWest Bancorp (“PacWest”) held a special meeting of stockholders.a13-8086_18k.htm
2013-03-188-K2013-03-178.01 Other Events8.01 PacWest Bancorp (“PacWest,” “we,” “us,” or “our”) and First California Financial Group, Inc., a Delaware corporation (“First California”), have reached an agreement in principle to settle a putative class action lawsuit on behalf of First California stockholders filed in the Superior Court of the State of California, on November 20, 2012 (the “Action”).a13-7763_18k.htm
2013-03-128-K2013-03-118.01 Other Events8.01 Matthew P. Wagner, chief executive officer of PacWest Bancorp, and Victor R. Santoro, executive vice president and chief financial officer of PacWest Bancorp, will make presentations to current and potential investors at the BMO Capital Markets California Bank Tour in Century City, California on March 12, 2013.a13-7293_18k.htm
2013-02-068-K2013-02-068.01 Other Events8.01 Matthew P. Wagner, chief executive officer of PacWest Bancorp, and Victor R. Santoro, executive vice president and chief financial officer of PacWest Bancorp, will make presentations to current and potential investors at the FIG Partners West Coast Bank CEO Forum in San Francisco, California on February 7, 2013.a13-4553_18k.htm
2013-01-168-K2013-01-162.02 Results of Operations and Financial Condition2.02 On January 16, 2013, PacWest Bancorp announced its results of operations and financial condition for the quarter and year ended December 31, 2012.a13-3027_18k.htm