As filed with the Securities and Exchange Commission on June 27, 2017
Registration No. 333-____________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

COMMUNITY WEST BANCSHARES
(Exact name of registrant as specified in its charter)

California
 
77-0446957
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)

445 Pine Avenue
Goleta, California 93117
(805) 692-5821
(Address, including zip code and telephone number,
including area code, of registrant’s principal executive offices)

COMMUNITY WEST BANCSHARES
2014 STOCK OPTION PLAN
(Full Title of the Plan)
 
Copies of all correspondence to:

Susan C. Thompson
Chief Financial Officer
445 Pine Avenue
Goleta, California 93117
(805) 692-5821
(805) 679-6405 Facsimile
 
Khoi D. Dang
Duane Morris, LLP
865 South Figueroa Street, Suite 3100
Los Angeles, California 90017
(213) 689-7462
(213) 689-7401 Facsimile
(Name, address, including zip code, 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.

Large accelerated filer
☐
 
Accelerated filer
☐
Non-accelerated filer
☐
 
Smaller reporting company
☑
 
CALCULATION OF REGISTRATION FEE

Title of
Securities
to be Registered
Amount to be
Registered
 
Proposed
Maximum
Offering Price
Per Share
   
Proposed
Maximum
Aggregate
Offering Price
   
Amount of
Registration Fee
 
                     
Common Stock, No Par Value
250,000 1 shares
 
$
10.18
2  
 
$
2,545,000
2  
 
$
295
 
 
1
This Registration Statement covers, in addition to the number of shares of Community West Bancshares (the “Company” or the “Registrant”), common stock, no par value per share (the “Common Stock”), stated above, options and other rights to purchase or acquire the shares of Common Stock covered by this Registration Statement and, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), an additional indeterminate number of shares, options and rights that may be offered or issued pursuant to the Community West Bancshares 2014 Stock Option Plan (the “2014 Plan”), as a result of one or more adjustments under the 2014 Plan to prevent dilution resulting from one or more stock splits, stock dividends or similar transactions.
 
2
Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(h) and 457(c) under the Securities Act of 1933, as amended, based on the average of the high and low prices of the common stock, no par value per share, of Community West Bancshares as reported on the Nasdaq Global Market on June 22, 2017.
 
EXPLANATORY STATEMENT

Pursuant to General Instruction E to Form S-8, this registration statement registers additional securities of the same class as other securities for which a registration statement, also filed on Form S-8 and relating to the Plan, is effective. Therefore, this registration statement consists only of the following: the facing page, the required statement (regarding incorporation by reference) set forth below, the required opinions and consents, the signature page and information that is required in this registration statement that is not in the earlier registration statement.

At the 2017 Annual Meeting of Shareholders of Community West Bancshares (the “Company”) held on May 25, 2017, the shareholders of the Company duly approved an amendment to the Community West Bancshares 2014 Stock Option Plan (the “2014 Plan”) to increase the number of shares of common stock, no par value per share (the “Common Stock”), reserved for issuance under the 2014 Plan, and the number of shares of Common Stock for which options may be granted, by 250,000 to an aggregate of 750,000. A summary of the 2014 Plan is set forth under the heading “PROPOSAL 3 - AMENDMENT OF THE 2014 STOCK OPTION PLAN TO INCREASE THE NUMBER OF AVAILABLE SHARES” in the Company’s definitive proxy statement for the 2017 annual meeting of shareholders filed with the Securities and Exchange Commission on April 10, 2017.

This registration statement hereby incorporates by reference the contents of the Company’s earlier registration statement on Form S-8, Registration File No. 333-201281, filed with the Securities and Exchange Commission (the “Commission”) on December 29, 2014.  After giving effect to this filing, an aggregate of 750,000 shares of Common Stock have been registered for issuance pursuant to the 2014 Plan.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.
Exhibits

See Exhibit Index.

Item 9.
Undertakings

(a)            The undersigned registrant hereby undertakes:

(1)            To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)            To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)           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 a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)          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;
 
provided, however , that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-8, and 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 Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.

(2)            That, for the purpose of determining any liability under the 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 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.

(4)             That, for purposes of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of securities:  The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:  (i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; (ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b)            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 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.

(c)             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 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 Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Goleta, State of California, on this 27 day of June, 2017.

 
COMMUNITY WEST BANCSHARES
     
 
By:
 
Martin E. Plourd
 
Name:
Martin E. Plourd
 
Title:
President and CEO
 
2
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Martin E. Plourd and Susan Thompson, and each of them, each with full power to act without the other, his/her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective 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, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.  Pursuant to the term of the Community West Bancshares 2014 Stock Option Plan (the “2014 Plan”), the registrant’s Board of Directors administers the 2014 Plan and the undersigned Directors hereby sign this registration statement on behalf of the 2014 Plan.

Name
 
Title
 
Date
         
/s/ William R. Peeples
 
Director and Chairman of the Board
 
June 27, 2017
William R. Peeples
       
         
/s/ Martin E. Plourd
 
President and Chief Executive Officer and
 
June 27, 2017
Martin E. Plourd
  Director (Principal Executive Officer)    
         
/s/ Susan C. Thompson
 
Executive Vice President and Chief Financial
 
June 27, 2017
Susan C. Thompson
 
Officer (Principal Financial and Accounting
Officer)
   
         
/s/   Robert H. Bartlein
 
Director
 
June 27, 2017
Robert H. Bartlein
       
         
/s/ Jean W. Blois
 
Director
 
June 27, 2017
Jean W. Blois
       
         
/s/ John D. Illgen
 
Director and Secretary of the Board
 
June 27, 2017
John D. Illgen
       
         
/s/ James W. Lokey
 
Director
 
June 27, 2017
James W. Lokey
       
         
/s/ Shereef Moharram
 
Director
 
June 27, 2017
Shereef Moharram
       
         
/s/ Kirk B. Stovesand
 
Director
 
June 27, 2017
Kirk B. Stovesand
       
 
3
EXHIBIT INDEX

Exhibit No.
 
Description
     
 
Opinion of Duane Morris LLP as to the validity of the Common Stock.
     
 
Consent of Ernst & Young LLP (independent registered public accounting firm for Community West Bancshares).
     
 
Consent of RSM US LLP (independent registered public accounting firm for Community West Bancshares).
     
23.3
 
Consent of Duane Morris, LLP (included in the opinion filed as Exhibit 5.1).
     
24.1
 
Power of Attorney (included in signature page of this registration statement).
 
 
4
Exhibit 5.1

[LETTERHEAD OF DUANE MORRIS LLP]

June 27, 2017

Community West Bancshares
445 Pine Avenue
Goleta, California 93117

Ladies and Gentlemen:

We have acted as special California counsel to Community West Bancshares, a California corporation (the “ Company ”), in connection with the preparation and filing of the Registration Statement on Form S-8 (the “ Registration Statement ”) filed with the Securities and Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended (the “ Securities Act ”), and the related prospectus contained therein relating to the offering by the Company of up to 250,000 shares (the “ Shares ”) of common stock, no par value per share, of the Company (the “ Common Stock ”).  The Registration Statement also registers an indeterminate number of additional shares of Common Stock which may be issuable as a result of a stock split, stock dividend or similar transaction, which actions are not subject to this opinion letter.

The Shares are to be issued and sold by the Company pursuant to the Company’s 2014 Stock Option Plan (the “ Plan ”), which is incorporated by reference into the Registration Statement.

In connection with this opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the Registration Statement, the Plan, the Company’s Second Amended and Restated Articles of Incorporation, the Company’s Bylaws, as amended, and such records, documents, certificates and other instruments (including, without limitation, certain resolutions of the Company’s Board of Directors related hereto) as in our judgment are necessary or appropriate to enable us to render the opinion expressed below.  Insofar as this opinion letter relates to factual matters, we have assumed and without independent investigation that the statements of the Company contained in the Registration Statement are true and correct as to all factual matters stated therein.

In rendering this opinion, we have assumed the genuineness and authenticity of all signatures on original documents, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials and the due authorization, execution and delivery of all documents where authorization, execution and delivery are prerequisites to the effectiveness of such documents.

Based upon the foregoing and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that the Shares have been duly authorized for issuance, and when issued and paid for in accordance with and as contemplated by the terms and conditions of the Plan, the Shares will be validly issued, fully paid and non-assessable.
 
June 27, 2017
Page 2
 
The opinions expressed above are subject to the assumptions that: (i) the Registration Statement (including, as applicable, all necessary post-effective amendments thereto) shall have become effective under the Securities Act; (ii) all actions required to be taken under the Plan by the Board of Directors of the Company or any committee thereof shall have been taken by the Board of Directors of the Company or such committee, respectively; (iii) such Shares shall have been duly issued and delivered in accordance with the terms of the Plan and the terms of any other agreement relating to any grants thereunder or the Shares; (iv) upon any issuance of the Shares, the total number of shares of Common Stock issued and outstanding or otherwise reserved for issuance will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Company’s Second Amended and Restated Articles of Incorporation; and (v) all applicable provisions of the “Blue Sky” and securities laws of the various states and other jurisdictions in which the Shares may be offered and sold shall have been complied with.  We have also assumed that the Shares, when issued, will be duly authenticated by the transfer agent and registrar for the Shares.

The foregoing opinion is limited to the General Corporation Law of the State of California, and we do not express any opinion herein concerning any other law.

The opinion expressed herein is rendered as of the date hereof and is based on existing law, which is subject to change. Where our opinion expressed herein refers to events to occur at a future date, we have assumed that there will have been no changes in the relevant law or facts between the date hereof and such future date. We do not undertake to advise you of any changes in the opinion expressed herein from matters that may hereafter arise or be brought to our attention or to revise or supplement such opinions should the present laws of any jurisdiction be changed by legislative action, judicial decision or otherwise.

Our opinion expressed herein is limited to the matters expressly stated herein and no opinion is implied or may be inferred beyond the matters expressly stated.

We hereby consent to the use of this letter as an exhibit to the Registration Statement and to any and all references to our firm in the Amended and Restated Reoffer Prospectus which is a part of the Registration Statement. In giving this consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required under Section 7 of the Securities Act.

 
Very truly yours,
   
 
/s/ Duane Morris LLP
 
Duane Morris LLP
 
 
2
Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2014 Stock Option Plan of Community West Bancshares of our report dated March 6, 2015, with respect to the consolidated financial statements of Community West Bancshares included in its Annual Report (Form 10-K) for the year ended December 31, 2014, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP
Los Angeles, California
June 27, 2017
 
 
Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Community West Bancshares of our report dated March 3, 2017, relating to the consolidated financial statements of Community West Bancshares, appearing in the Annual Report on Form 10-K of Community West Bancshares for the year ended December 31, 2016.

/S/ RSM US LLP
Las Vegas, Nevada
June 27, 2017