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Prospectus NARA BANCORP INC - 10-26-2012

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Prospectus NARA BANCORP INC - 10-26-2012 Powered By Docstoc
					                                                    UNITED STATES
                                        SECURITIES AND EXCHANGE COMMISSION
                                                 Washington, D.C. 20549



                                                        FORM 8-K
                                                      Current Report
                          Pursuant To Section 13 or 15 (d) of The Securities Exchange Act of 1934

                                    Date of Report (Date of earliest event reported):      October 22, 2012




                                                   BBCN BANCORP, INC.
                                            (Exact name of registrant as specified in its charter)



                  Delaware                                      000-50245                                        95-4170121
         (State or other jurisdiction                     (Commission File Number)                     (IRS Employer Identification No.)
              of incorporation)



                                                        3731 Wilshire Boulevard
                                                              Suite 1000
                                                         Los Angeles, CA 90010
                                                    (Address of principal executive offices)


                                  Registrant’s telephone number, including area code: (213)        639-1700
                                                             Not applicable.
                                        (Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions ( see General Instruction A.2. below):

⊠ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 ⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  ⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01      Entry into a Material Definitive Agreement.

On October 22, 2012, BBCN Bancorp, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with
Pacific International Bancorp, Inc., a Washington corporation (“Pacific International”), pursuant to which Pacific International will be merged
with and into the Company (the “Merger”).

Subject to the terms and conditions of the Merger Agreement, which has been approved by the boards of directors of both the Company and
Pacific International, upon the completion of the Merger each issued and outstanding share of Pacific International’s common stock will be
converted into shares of the Company’s common stock based on a value of $1.75 for the Pacific International stock, , with cash to be paid in
lieu of issuance of fractional shares of the Company’s common stock.

The issued and outstanding shares of Pacific International’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A held by the U.S.
Department of the Treasury will be converted into the right to receive cash in the amount of $6.5 million plus all accrued and unpaid dividends
on such shares.

The Merger Agreement contains customary representations, warranties and covenants of the Company and Pacific International, including,
among others, covenants by Pacific International to conduct its business only in the ordinary course consistent with past practice during the
period between the execution of the Merger Agreement and the consummation of the Merger and not to engage in certain kinds of transactions
during such period.

The board of directors of Pacific International has adopted a resolution recommending the approval and adoption of the Merger Agreement by
its stockholders. Pacific International has also agreed not to initiate, solicit, encourage or knowingly facilitate any proposals relating to
alternative business combination transactions or enter into discussions or negotiations or provide any confidential information in connection
with any proposals for alternative business combination transactions, with certain exceptions.

The consummation of the Merger is subject to various conditions, including, among others, (i) receipt of requisite approval of the stockholders
of Pacific International, (ii) receipt of all required regulatory approvals, (iii) accuracy of the representations and warranties of each party, (iv)
material compliance by each party with its obligations under the Merger Agreement and (v) the absence of any Material Adverse Effect on
either party to the Merger Agreement.

On October 22, 2012, the Company and Pacific International issued a joint press release announcing the execution of the Merger Agreement, a
copy of which is attached as Exhibit 99.1 hereto and is incorporated by reference herein.


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Item 9.01      Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.          Document Description

Exhibit 99.1         Joint Press Release, issued by BBCN Bancorp, Inc. and Pacific International Bancorp, Inc., dated October 22, 2012

Additional Information and Where To Find It

In connection with the proposed Merger, the Company will file a Registration Statement on Form S-4 with the Securities and Exchange
Commission (“SEC”) that will include a proxy statement/prospectus relating to the Merger and the Company’s common stock to be issued in
connection therewith, as well as other relevant documents concerning the proposed transaction. Shareholders are urged to read the Registration
Statement and the proxy statement/prospectus regarding the proposed merger when it becomes available and any other relevant documents filed
by the Company with the SEC, as well as any amendments or supplements to those documents, because they will contain important
information. The proxy statement/prospectus, as well as other filings containing information about the Company, are available free of charge
at the SEC’s Internet site (www.sec.gov). These documents are also available free of charge from the Company at www.bbcnbank.com under
the tab “Investor Relations” and then under the heading “SEC Filings”.




                                                                      3
                                                                SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                                                            BBCN BANCORP, INC.


Date: October 25, 2012                                                      By: /s/ Alvin D. Kang
                                                                                Name: Alvin D. Kang
                                                                                Title: President & Chief Executive Officer




                                                                        4
                                                                                                                                      Exhibit 99.1

                          BBCN Bancorp Announces Acquisition of Pacific International Bancorp
LOS ANGELES--(BUSINESS WIRE)--October 22, 2012--BBCN Bancorp, Inc. (NASDAQ: BBCN), based in Los Angeles, and Pacific
International Bancorp, Inc. (OTCBB: PIBW), based in Seattle, today jointly announced the signing of a definitive agreement under which
Pacific International Bancorp will merge with BBCN.

Pacific International has total assets of approximately $200 million, and its primary subsidiary, Pacific International Bank, a state-chartered
bank, has four bank locations in the Seattle metropolitan area. Upon completion of the transaction, which is expected to close during first
quarter 2013, BBCN will have six branches in the Seattle area.

Under the terms of the merger agreement, the stock-for-stock transaction is valued at approximately $8.2 million, valuing each outstanding
share of Pacific International common stock at $1.75. As part of the transaction, Pacific International’s $6.5 million in Series A Preferred Stock
issued under the U.S. Treasury’s TARP Capital Purchase Program will be retired.

“This transaction will position BBCN as a major player in the Pacific Northwest Korean American community,” said Alvin D. Kang, President
and Chief Executive Officer of BBCN Bancorp. “With this transaction, BBCN will be the market leader in Southern California, Northern
California, New York and the Seattle metropolitan area. We expect to have a smooth and seamless integration, which will quickly position us
to achieve the benefits of this merger for our customers, our employees and our shareholders.”

“Given BBCN’s strong financial position, supported by a steady stream of core earnings and deep leadership bench, BBCN was our top choice
for a partner,” said Paul G. Sabado, President and Chief Executive Officer of Pacific International. “This transaction will enhance our
resources, operational scale and banking expertise, thereby increasing our ability to serve our customers in what continues to be a challenging
regulatory and economic environment. Both of our organizations have served the Seattle area for more than 10 years, and we look forward to
providing our expanded customer base with increased accessibility and continuing our heritage of providing excellent customer service.”

The transaction is subject to regulatory approval, the approval of the shareholders of Pacific International, and other customary closing
conditions.

BBCN was advised by the law firm of Mayer Brown LLP and was provided with a fairness opinion by Raymond James. Pacific International
was advised by the investment banking firm of Keefe, Bruyette & Woods, Inc. and the law firm of Graham & Dunn PC.

Additional Information and Where to Find It

In connection with the proposed merger, BBCN Bancorp, Inc. will file a Registration Statement with the Securities and Exchange Commission
(“SEC”) on Form S-4 that will include a proxy statement/prospectus, as well as other relevant documents concerning the proposed transaction.
Shareholders are urged to read the Registration Statement, including the proxy statement/prospectus regarding the proposed transaction, when
it becomes available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents,
because they will contain important information. Shareholders may obtain a free copy of the proxy statement/prospectus, as well as other
filings containing information about BBCN Bancorp at the SEC’s Internet site ( www.sec.gov ). Shareholders may also obtain these
documents, free of charge, by directing a request to BBCN Bancorp, Attention: Investor Relations, 3731 Wilshire Blvd., Suite 1000, Los
Angeles, Calif. 90020, or on the BBCN website at www.bbcnbank.com in the “Investor Relations” section under the heading “SEC Filings.”
About BBCN Bancorp, Inc.

BBCN Bancorp, Inc. is the parent company of BBCN Bank, the largest Korean American bank in the nation with more than more than $5.3
billion in assets as of September 30, 2012. The Company is a result of the merger of equals of Nara Bancorp, Inc. and Center Financial
Corporation completed on November 30, 2011. Headquartered in Los Angeles and serving a diverse mix of customers mirroring its
communities, BBCN operates 40 branches in California, New York, New Jersey, Washington and Illinois, along with five loan production
offices in Seattle, Denver, Dallas, Atlanta and Northern California. BBCN specializes in core business banking products for small and
medium-sized businesses, with an emphasis in commercial real estate and business lending, SBA lending and international trade financing.
BBCN Bank is a California-chartered bank and its deposits are insured by the FDIC to the extent provided by law. BBCN is an Equal
Opportunity Lender.

About Pacific International Bancorp, Inc.

Pacific International Bancorp, Inc. is the holding company of Pacific International Bank which is the oldest and largest Korean American Bank
headquartered in the Pacific Northwest. Pacific International Bank opened in November 2001. It is a business bank and has been a significant
supporter of small businesses within the Korean American and other minority communities. Small Business Administration (SBA) lending has
been a top priority Pacific International Bank, which has sponsored and held several small business financing workshops for the local small
business community. Pacific International Bank has branches in Seattle, Tacoma, Lynnwood and Federal Way and employs 51 people. The
bank is a preferred (PLP) Lender for SBA loans and its deposits are insured by FDIC to the fullest extent possible. Pacific International Bank is
an Equal Opportunity Lender.

Forward-Looking Statements

This press release contains statements regarding the proposed transaction between BBCN Bancorp and Pacific International, future financial
and operating results, benefits and synergies of the proposed transaction and other statements about the future expectations, beliefs, goals,
plans or prospects of the management of each of BBCN Bancorp and Pacific International. These statements are based on current
expectations, estimates, forecasts and projections and management assumptions about the future performance of each of BBCN Bancorp and
Pacific International and the combined company, as well as the businesses and markets in which they operate. These statements constitute
forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words such as “expects,”
“believes,” “estimates,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans, “seeks,” and variations of such words and similar
expressions are intended to identify such forward-looking statements, which are not statements of historical fact. These forward-looking
statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to assess. Actual
outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. The closing of the
proposed transaction is subject to regulatory approval, the approval of the shareholders of Pacific International, and other customary closing
conditions. There is no assurance that such conditions will be met or that the proposed transaction will be consummated within the expected
time frame, or at all. If the transaction is consummated, factors that may cause actual outcomes to differ from what is expressed or forecasted
in these forward-looking statements include, among things: difficulties and delays in integrating BBCN Bancorp and Pacific International and
achieving anticipated synergies, cost savings and other benefits from the transaction; higher than anticipated transaction costs; deposit
attrition, operating costs, customer loss and business disruption following the merger, including difficulties in maintaining relationships with
employees, may be greater than expected; required governmental approvals of the merger may not be obtained on its proposed terms and
schedule, or without regulatory constraints that may limit growth; competitive pressures among depository and other financial institutions may
increase significantly and have an effect on revenues; the strength of the United States economy in general, and of the local economies in
which the combined company will operate, may be different than expected, which could result in, among other things, a deterioration in credit
quality or a reduced demand for credit and have a negative effect on the combined company’s loan portfolio and allowance for loan losses;
changes in the U.S. legal and regulatory framework; and adverse conditions in the stock market, the public debt market and other capital
markets (including changes in interest rate conditions) which would negatively affect the combined company’s business and operating results.

For a more complete list and description of such risks and uncertainties, refer to BBCN Bancorp’s Form 10-K for the year ended December
31, 2011, as well as other filings made by BBCN Bancorp with the SEC. Except as required under the U.S. federal securities laws and the rules
and regulations of the SEC, BBCN Bancorp and Pacific International disclaim any intention or obligation to update any forward-looking
statements after the distribution of this press release, whether as a result of new information, future events, developments, changes in
assumptions or otherwise.

CONTACT:
For BBCN:
Angie Yang
SVP, Investor Relations
213-251-2219
angie.yang@BBCNbank.com
or
For Pacific International:
Paul Sabado
President & CEO
206-306-0678
paul.sabado@pibank.com

				
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