EWBC FORM 10KA
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C. 20549

FORM 10-K/A
(Amendment No. 1)
Mark One
[x]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2005
or
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________.

Commission file number 000-24939
EAST WEST BANCORP, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
(State or other jurisdiction of incorporation or organization)
 95-4703316
(I.R.S. Employer Identification No.)
  135 North Los Robles Ave., 7th Floor, Pasadena, California 
(Address of principal executive offices) 
91101
 (Zip Code)
 
Registrant's telephone number, including area code:
(626) 768-6000
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Name of each exchange on which registered
NONE 
NONE
 
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 Par Value
(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [x] No [ ]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [x]
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the regis-trant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ]
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 or Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment to this Form 10-K. [x]
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filed, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
Large accelerated filed [x]         Accelerated filer [ ]         Non-accelerated filer [ ]

The aggregate market value of the registrant’s common stock held by non-affiliates is approximately $1,745,341,271 (based on the June 30, 2005 closing price of Common Stock of $33.59 per share).

As of February 28, 2006, 56,674,229 shares of East West Bancorp, Inc. Common Stock were outstanding.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [x]

DOCUMENT INCORPORATED BY REFERENCE
Definitive Proxy Statement for the Annual Meeting of Stockholders - Part III
 
 

EXPLANATORY NOTE

East West Bancorp is filing this Amendment No. 1 on Form 10-K/A to amend its Form 10-K for the fiscal year ended December 31, 2005, filed with the Securities and Exchange Commission on March 14, 2006 (“Original Filing”) in order to file the Consent of Independent Registered Public Accounting Firm which was inadvertently not filed as an exhibit to the Original Filing.
 
This Amendment No. 1 on Form 10-K/A does not modify or update in any way the Original Filing other than as described above.
 
 



PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)  (1) Financial Statements

The following financial statements included in the registrant's 2005 Annual Report to Shareholders are included. Page number references are to the 2005 Annual Report to Shareholders.

East West Bancorp, Inc. and Subsidiaries:
Page
Report of Independent Registered Public Accounting Firm
68
Consolidated Balance Sheets at December 31, 2005 and 2004
69
Consolidated Statements of Income for the Years Ended December 31, 2005, 2004 and 2003
70
Consolidated Statements of Changes in Stockholders' Equity for the Years Ended December 31,
2005, 2004 and 2003
71
Consolidated Statements of Cash Flows for the Years Ended December 31, 2005, 2004 and 2003
72
Notes to Consolidated Financial Statements
73

(a)(2) Financial statement schedules
 
Schedules have been omitted because they are not applicable, not material or because the information is included in the consolidated financial statements or the notes thereto.
 
(a)(3) Exhibits 
 
Exhibit No.
Exhibit Description
2 
Plan of Reorganization and Merger Agreement between East West Bancorp, Inc., East West Bank and East West Merger Co., Inc.*
3(i)
Certificate of Incorporation of the Registrant*
3(i).1
Certificate of Amendment to Certificate of Incorporation of the Registrant&
3(ii)
Bylaws of the Registrant*
4.1
Specimen Certificate of Registrant*
4.2
Registration Rights Agreement*
4.3
Warrant Agreement with Friedman, Billings, Ramsey & Co., Inc.*
4.4
Registration Rights Agreement with Ho Yuan Chen and Chang-Hua Kang Chen@
4.5
Warrant Agreement with Ho Yuan Chen and Chang-Hua Kang Chen@
10.1
Employment Agreement with Dominic Ng*+
10.2
Employment Agreement with Julia Gouw*+
10.5
Employment Agreement with Douglas P. Krause!+
10.6
East West Bancorp, Inc. 1998 Stock Incentive Plan and Forms of Agreements*+
10.6.1
Amended East West Bancorp, Inc. 1998 Stock Incentive Plan^+
10.6.2
1998 Non-Qualified Stock Option Program for Employees and Independent Contractors^+
10.6.3
Performance-Based Bonus Plan^+
10.6.4
1999 Spirit of Ownership Restricted Stock Program^+
10.6.5
2003 Directors’ Restricted Stock Program^+
10.7
East West Bancorp, Inc. 1998 Employee Stock Purchase Plan*+
10.8
Employment Agreement with William J. Lewis!+
10.10
Employment Agreement with Donald Sang Chow#+
10.10.1
Amendment to Employment Agreement with Donald Sang Chow#+
10.10.2
Amendment to Employment Agreement with Donald Sang Chow!+
10.11
Supplemental Executive Retirement Plans%+
10.12
Director Compensation%+
10.13
Named Executive Officer Compensation%+
10.14
Employment Agreement with Wellington Chen!+
21.1
Subsidiaries of the Registrant%
23.1
Consent of Independent Registered Public Accounting Firm%
31.1
Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002%
31.2
Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002%
32.1
Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002%
32.2
Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002%
 
__________________________

*
Incorporated by reference from Registrant's Registration Statement on Form S-4 filed with the Commission on November 13, 1998 (File No. 333-63605).
#
Incorporated by reference from Registrant’s Annual Report on Form 10-K for the year ended December 31, 1999 filed with the Commission on March 30, 2000 (File No. 000-24939).
@
Incorporated by reference from Registrant’s Annual Report on Form 10-K for the year ended December 31, 2001 filed with the Commission on March 28, 2002 (File No. 000-24939).
&
Incorporated by reference from Registrant’s Annual Report on Form 10-K for the year ended December 31, 2002 filed with the Commission on March 28, 2003 (File No. 000-24939).
!
Incorporated by reference from Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004 filed with the Commission on March 11, 2005 (File No. 000-24939).
^
Incorporated by reference from Registrant’s Current Report on Form 8-K filed with the Commission on March 9, 2005 (File No. 000-24939).
+
Denotes management contract or compensatory plan or arrangement.
%
A copy of this exhibit is being filed with this Annual Report on Form 10-K.


 
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Dated: March 15, 2006
 
 
EAST WEST BANCORP INC.
(Registrant)
 
 
By/s/ DOMINIC NG 
    Dominic Ng
    Chairman of the Board, President
    and Chief Executive Officer

 
 
 

Exhibit Index
Exhibit No.
Exhibit Description
2 
Plan of Reorganization and Merger Agreement between East West Bancorp, Inc., East West Bank and East West Merger Co., Inc.*
3(i)
Certificate of Incorporation of the Registrant*
3(i).1
Certificate of Amendment to Certificate of Incorporation of the Registrant&
3(ii)
Bylaws of the Registrant*
4.1
Specimen Certificate of Registrant*
4.2
Registration Rights Agreement*
4.3
Warrant Agreement with Friedman, Billings, Ramsey & Co., Inc.*
4.4
Registration Rights Agreement with Ho Yuan Chen and Chang-Hua Kang Chen@
4.5
Warrant Agreement with Ho Yuan Chen and Chang-Hua Kang Chen@
10.1
Employment Agreement with Dominic Ng*+
10.2
Employment Agreement with Julia Gouw*+
10.5
Employment Agreement with Douglas P. Krause!+
10.6
East West Bancorp, Inc. 1998 Stock Incentive Plan and Forms of Agreements*+
10.6.1
Amended East West Bancorp, Inc. 1998 Stock Incentive Plan^+
10.6.2
1998 Non-Qualified Stock Option Program for Employees and Independent Contractors^+
10.6.3
Performance-Based Bonus Plan^+
10.6.4
1999 Spirit of Ownership Restricted Stock Program^+
10.6.5
2003 Directors’ Restricted Stock Program^+
10.7
East West Bancorp, Inc. 1998 Employee Stock Purchase Plan*+
10.8
Employment Agreement with William J. Lewis!+
10.10
Employment Agreement with Donald Sang Chow#+
10.10.1
Amendment to Employment Agreement with Donald Sang Chow#+
10.10.2
Amendment to Employment Agreement with Donald Sang Chow!+
10.11
Supplemental Executive Retirement Plans%+
10.12
Director Compensation%+
10.13
Named Executive Officer Compensation%+
10.14
Employment Agreement with Wellington Chen!+
10.15
Agreement and Plan of Merger By and Among East West Bancorp, Inc., East West Bank and Standard Bank%
21.1
Subsidiaries of the Registrant%
23.1
Consent of Independent Registered Public Accounting Firm%
31.1
Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002%
31.2
Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002%
32.1
Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002%
32.2
Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002%
__________________________
*
Incorporated by reference from Registrant's Registration Statement on Form S-4 filed with the Commission on November 13, 1998 (File No. 333-63605).
#
Incorporated by reference from Registrant’s Annual Report on Form 10-K for the year ended December 31, 1999 filed with the Commission on March 30, 2000 (File No. 000-24939).
@
Incorporated by reference from Registrant’s Annual Report on Form 10-K for the year ended December 31, 2001 filed with the Commission on March 28, 2002 (File No. 000-24939).
&
Incorporated by reference from Registrant’s Annual Report on Form 10-K for the year ended December 31, 2002 filed with the Commission on March 28, 2003 (File No. 000-24939).
!
Incorporated by reference from Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004 filed with the Commission on March 11, 2005 (File No. 000-24939).
^
Incorporated by reference from Registrant’s Current Report on Form 8-K filed with the Commission on March 9, 2005 (File No. 000-24939).
+
Denotes management contract or compensatory plan or arrangement.
%
A copy of this exhibit is being filed with this Annual Report on Form 10-K.