S-8

As filed with the Securities and Exchange Commission on December 18, 2007

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

_____________

UNITED PANAM FINANCIAL CORP.

(Exact name of Registrant as specified in its charter)

California	95-3211687
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

18191 Von Karman Avenue, Suite 300

Irvine, CA 92612

(Address of Registrant’s Principal Executive Offices)

________________

Amended and Restated 1997 Employee Stock Incentive Plan

(Full title of the Plan)

________________

Ray C. Thousand

Chief Executive Officer

United PanAm Financial Corp.

18191 Von Karman Avenue, Suite 300

Irvine, CA 92612

(949) 224-1917

(Name, address and telephone number of agent for service)

________________

Copy to:

John C. Grosvenor, Esq.

Manatt, Phelps & Phillips, LLP

695 Town Center Drive, 14th Floor

Costa Mesa, CA 92626

(714) 371-2500

________________

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to Be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee
Common Stock	750,000	$5.29	$3,967,500	$121.81

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional shares which may be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, based on the average of the high and low prices of the Registrant’s common stock on December 13, 2007 as reported on the Nasdaq Global Market.

EXPLANATORY NOTE

The United PanAm Financial Corp. Amended and Restated 1997 Employee Stock Incentive Plan, as amended (the “Plan”), authorizes the issuance of an aggregate of 8,500,000 shares of the Registrant’s common stock. The Registrant has previously registered 7,750,000 shares of its common stock issuable under the Plan by a (i) Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on November 10, 1998, Registration No. 333-67049, registering 2,287,500 shares, (ii) Registration Statement on Form S-8 filed with the Commission on November 12, 2002, Registration No. 333-101151, registering 4,712,500 shares, and (iii) Registration Statement on Form S-8 filed with the Commission on November 9, 2005, Registration No. 333-129613, registering 750,000 shares (collectively, the “Prior Registration Statements”). Under this Registration Statement, in accordance with General Instruction E of Form S-8, the Registrant is registering an additional 750,000 shares of its common stock issuable under the Plan. The contents of the Prior Registration Statements are incorporated by reference herein to the extent not modified or superseded hereby or by any subsequently filed documents that are incorporated by reference herein or therein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Commission are incorporated in this Registration Statement by reference:

(a)The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, filed on March 2, 2007, as amended on April 30, 2007;

(b)The Registrant’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2007, June 30, 2007 and September 30, 2007, filed on May 2, 2007, August 8, 2007 and November 8, 2007 respectively;

(c)The Registrant’s Current Reports on Form 8-K, filed on August 3, 2007 and December 10, 2007;

(d)The Registrant’s Definitive Proxy Statement, filed on May 31, 2007; and

(e)The description of the class of securities offered hereby which is contained in the Registrant’s Registration Statement on Form 8-A, filed on April 20, 1998, setting forth a description of the Registrant’s common stock filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed to update such description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby 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 part hereof from the date of the filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also 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.

Item 8. Exhibits.

The following documents are filed as exhibits to this Registration Statement.

Exhibit No.	Description
4.1	Second Amended and Restated Registration Rights Agreement dated July 26, 2005 by and among United PanAm Financial Corp., BVG West Corp., and Pan American Financial, L.P. (1)
4.2	United PanAm Financial Corp. Amended and Restated 1997 Employee Stock Incentive Plan, as amended
5.1	Opinion of Manatt, Phelps & Phillips, LLP
23.1	Consent of Grobstein, Horwath & Company LLP
23.2	Consent of Manatt, Phelps & Phillips, LLP (included in Exhibit 5.1)
24.1	A power of attorney is set forth on the signature page of the Registration Statement

(1)Previously filed as an exhibit to our Current Report on Form 8-K, as filed with the Securities and Exchange Commission on July 29, 2005, and incorporated herein by this reference.

Item 9.Undertakings.

(a)The undersigned 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;

(ii) to reflect in the prospectus any facts or events arising after the effective date of this 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 this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the 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 this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that clauses (a)(1)(i) and (a)(1)(ii) shall not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference into this 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; and

(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 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 Section 15(d) of the Exchange Act that is incorporated by reference into this 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 or controlling persons of the Registrant pursuant to the indemnification provisions summarized in Item 6, or otherwise, the Registrant has been advised that, in the opinion of the 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 Irvine, State of California, on December 18, 2007.

UNITED PANAM FINANCIAL CORP.

By:/s/ Ray C. Thousand  

Ray C. Thousand

President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below appoints Ray C. Thousand and Arash A. Khazei, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or would do in person, hereby ratifying and confirming all that said attorneys-in fact and agents or any of them or their or his or her substitute and substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Guillermo Bron Guillermo Bron	Chairman of the Board	December 18, 2007
/s/ Ray C. Thousand Ray C. Thousand	Chief Executive Officer, President and Director (Principal Executive Officer)	December 18, 2007
/s/ Arash A. Khazei Arash A. Khazei	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	December 18, 2007
/s/ Giles H. Bateman Giles H. Bateman	Lead Director	December 18, 2007
/s/ Mitchell G. Lynn Mitchell G. Lynn	Director	December 18, 2007
/s/ Luis Maizel Luis Maizel	Director	December 18, 2007
/s/ Julie Sullivan Julie Sullivan	Director	December 18, 2007

EX-4.2

UNITED PANAM FINANCIAL CORP.

AMENDED AND RESTATED 1997 EMPLOYEE STOCK INCENTIVE PLAN

Section 1.    PURPOSE OF PLAN

(a) The purpose of this Amended and Restated 1997 Employee Stock Incentive Plan (“Plan”) of United PanAm Financial Corp., a California corporation (the “Company”), is to enable the Company to attract, retain and motivate its employees and consultants by providing for or increasing the proprietary interests of such employees and consultants in the Company, and to enable the Company and its subsidiaries to attract, retain and motivate nonemployee directors and further align their interests with those of the stockholders of the Company by providing for or increasing the proprietary interest of such directors in the Company.

(b) The 1997 Employee Stock Incentive Plan constituted an amendment and restatement of the 1994 Stock Option Plan (the “1994 Plan”) of Pan American Bank, FSB, and on the effective date of The 1997 Employee Stock Incentive Plan each option granted under the 1994 Plan was reconstituted as an option under The 1997 Employee Stock Incentive Plan on the same terms and conditions as set forth in the 1994 Plan or any form of stock option agreement evidencing such option under the 1994 Plan. This Plan, which amends and restates the previously amended and restated 1997 Employee Stock Incentive Plan, was adopted by the Board of Directors of the Company on May 17, 2007, and, subject to the provisions of Section 9 below, became effective as of such date.

Section 2.    PERSONS ELIGIBLE UNDER PLAN

Each of the following persons (each, a “Participant”) shall be eligible to be considered for the grant of Awards (as hereinafter defined) hereunder: (1) any employee of the Company or any of its subsidiaries, including any director who is also such an employee, (2) any director of the Company or any of its subsidiaries who is not also an employee of the Company or any of its subsidiaries (a “Nonemployee Director”) and (3) any consultant of the Company or any of its subsidiaries.

Section 3.    AWARDS

(a) The Committee (as hereinafter defined), on behalf of the Company, is authorized under this Plan to enter into any type of arrangement with a Participant that is not inconsistent with the provisions of this Plan and that, by its terms, involves or might involve the issuance of (i) shares of common stock of the Company (“Common Shares”) or (ii) a Derivative Security (as such term is defined in Rule l6a-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as such rule may be amended from time to time) with an exercise or conversion privilege at a price related to the Common Shares or with a value derived from the value of the Common Shares. The entering into of any such arrangement is referred to herein as the “grant” of an “Award.”

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(b) Awards are not restricted to any specific form or structure and may include, without limitation, sales or bonuses of stock, restricted stock, stock options, reload stock options, stock purchase warrants, other rights to acquire stock, securities convertible into or redeemable for stock, stock appreciation rights, phantom stock, dividend equivalents, performance units or performance shares, and an Award may consist of one such security or benefit, or two or more of them in tandem or in the alternative.

(c) Awards may be issued, and Common Shares may be issued pursuant to an Award, for any lawful consideration as determined by the Committee, including, without limitation, services rendered by the recipient of such Award.

(d) Subject to the provisions of this Plan, the Committee, in its sole and absolute discretion, shall determine all of the terms and conditions of each Award granted under this Plan, which terms and conditions may include, among other things

(i) a provision permitting the recipient of such Award, including any recipient who is a director or officer of the Company, to pay the purchase price of the Common Shares or other property issuable pursuant to such Award, in whole or in part, by any one or more of the following:

(A) the delivery of cash;

(B) the delivery of other property deemed acceptable by Committee;

(C) the delivery of previously owned shares of capital stock of the Company (including “pyramiding”) or other property, or

(D) a reduction in the amount of Common Shares or other property otherwise issuable pursuant to such Award.

(ii) a provision conditioning or accelerating the receipt of benefits pursuant to such Award, either automatically or in the discretion of the Committee, upon the occurrence of specified events, including, without limitation, a change of control of the Company (as defined by the Committee), as acquisition of a specified percentage of the voting power of the Company, the dissolution or liquidation of the Company, a sale of substantially all of the property and assets of the Company or an event of the type described in Section 7 hereof, or

(iii) a provision required in order for such Award to qualify as an incentive stock option under Section 422 of the Internal Revenue Code (an “Incentive Stock Option”); provided, however that no Award issued to any consultant or any Nonemployee Director may qualify as an Incentive Stock Option.

(e) Neither an Award nor any interest therein may be sold, assigned, transferred, conveyed, gifted, pledged, hypothecated or otherwise transferred in any manner other than by will or the laws of descent and distribution. Notwithstanding the foregoing, a Participant may, in a manner specified by the Committee, (a) transfer any Award other than an Incentive Stock Option to the Participant’s spouse, former spouse or dependent pursuant to a court-approved domestic relations order which relates to the provision of child support, alimony payments or marital property rights and (b) transfer any Award other than an Incentive Stock Option by bona fide gift and not for any consideration to (i) a member or members of the Participant’s immediate family, (ii) a trust established for the exclusive benefit of the Participant and/or member(s) of the Participant’s immediate family, (iii) a partnership, limited liability company of other entity whose only partners or members are the Participant and/or member(s) of the Participant’s immediate family or (iv) a foundation in which the Participant and/or member(s) of the Participant’s immediate family control the management of the foundation’s assets.

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(f) All certificates evidencing Awards or Common Shares issued pursuant thereto shall bear any legend determined by the Board or the Committee to be necessary or appropriate.

Section 4.    STOCK SUBJECT TO PLAN

(a) At any time, the aggregate number of Common Shares issued and issuable pursuant to all Awards (including all Incentive Stock Options) granted under this Plan (including all Common Shares issued and issuable pursuant to all Awards granted under the 1994 Plan and this Plan prior to May 17, 2007) shall not exceed 8,500,000 subject to adjustment as provided in Section 7 hereof. In the case of stock options and stock appreciation rights, the maximum number of Common Shares with respect to which options or rights may be granted to any person during a calendar year shall be 1,000,000 shares.

(b) For purposes of Section 4(a) hereof, the aggregate number of Common Shares issued and issuable pursuant to Awards granted under this Plan shall at any time be deemed to be equal to the sum of the following:

(i) the number of Common Shares that were issued prior to such time pursuant to Awards granted under this Plan, other than Common Shares that were subsequently reacquired by the Company pursuant to the terns and conditions of such Awards and with respect to which the holder thereof received no benefits of ownership such as dividends; plus

(ii) the number of Common Shares that were otherwise issuable prior to such time pursuant to Awards granted under this Plan, but that were withheld by the Company as payment of the purchase price of the Common Shares issued pursuant to such Awards; plus

(iii) the maximum number of Common Shares that are or may be issuable at or after such time pursuant to Awards granted under this Plan prior to such time.

Section 5.    DURATION OF PLAN

No Awards shall be made under this Plan after May 16, 2017. Although Common Shares may be issued after May 16, 2017 pursuant to Awards made prior to such date, no Common Shares shall be issued under this Plan after May 16, 2027.

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Section 6.    ADMINISTRATION OF PLAN

(a) This Plan shall be administered by a committee (the “Committee”) of the Board of Directors of the Company (the “Board”) consisting of two or more directors, each of whom is an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended; and who otherwise comply with the requirements of Rule 16b-3; provided, however, that before the registration of the Common Shares under Section 12 of the Exchange Act, grants of Awards may, in the absence of action of the Committee, be made by the entire Board.

(b) Subject to the provisions of this Plan, the Committee shall be authorized and empowered to do all things necessary or desirable in connection with the administration of this Plan, including, without limitation, the following:

(i) adopt, amend and rescind rules and regulations relating to this Plan;

(ii) determine which persons are Participants and to which of such Participants, if any, Awards shall be granted hereunder;

(iii) grant Awards to Participants and determine the terms and conditions thereof including the number of Common Shares issuable pursuant thereto;

(iv) determine whether, and the extent to which adjustments are required pursuant to Section 7 hereof;

(v) interpret and construe this Plan and the tenors and conditions of any Award granted hereunder; and

(vi) certify in writing prior to payment of compensation that the performance goals and any other material terms of any Award were in fact satisfied. For this purpose, approved minutes of the Committee meeting in which the certification is made are treated as a written certification.

Section 7.    ADJUSTMENTS

If the outstanding securities of the class then subject to this Plan are increased, decreased or exchanged for or converted into cash, property or a different number or kind of securities, or if cash, property or securities are distributed in respect of such outstanding securities, in either case as a result of a reorganization, merger, consolidation, recapitalization, restructuring, reclassification, dividend (other than a regular cash dividend) or other distribution, stock split, reverse stock split or the like, or if substantially all of the property and assets of the Company are sold, then, unless the terms of such transaction shall provide otherwise, the Committee shall make appropriate and proportionate adjustments in (i) the number and type of shares or other securities or cash or other property that may be acquired pursuant to Awards theretofore granted under this Plan and (ii) the maximum number and type of shares or other securities that may be issued pursuant to Awards thereafter granted under this Plan.

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Section 8.    AMENDMENT AND TERMINATION OF PLAN

The Board may amend or terminate this Plan at any time and in any manner, provided that no such amendment or termination shall deprive the recipient of any Award theretofore granted under this Plan, without the consent of such recipient, of any of his or her rights thereunder with respect thereto.

Section 9.    EFFECTIVE DATE OF PLAN

This Plan shall be effective as of May 17, 2007, the date upon which it was approved by the Board; provided, however that no Common Shares maybe issued under this Plan until it has been approved, directly or indirectly, by the affirmative votes of the holders of a majority of the securities of the Company present, or represented, and entitled to vote at a meeting duly held in accordance with the laws of the State of California.

Section 10.    GOVERNING LAW

This Plan and any Award granted hereunder shall be governed by and construed and enforced in accordance with the laws of the State of California without reference to choice or conflict of law principals.

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EX-5.1

manatt

manatt | phelps | phillips

December 18, 2007 Client-Matter: 14988-035

United PanAm Financial Corp.

18191 Von Karman Avenue

Suite 300

Irvine, CA 92612

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to United PanAm Financial Corp., a California corporation (the “Company”) in connection with the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of up to an additional 750,000 shares of the Company’s Common Stock (the “Shares”) authorized for issuance under the Company’s Amended and Restated 1997 Employee Stock Incentive Plan, as amended (the “Stock Plan”).

We have examined and reviewed only such questions of law as we have deemed necessary or appropriate for the purpose of rendering the opinion set forth herein. For the purpose of rendering the opinion set forth herein, we have been furnished with and examined only the following documents:

1. The Articles of Incorporation of the Company, as amended.

2. The Bylaws of the Company, as amended.

3. The Registration Statement.

4. Records of proceedings of the Board of Directors and shareholders of the Company pertaining to the Plan.

5. The Stock Plan.

With respect to all of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as certified or reproduced copies. We also have obtained from certain officers of the Company certificates as to such factual matters as we have deemed necessary or appropriate for the purpose of rendering the opinion set forth herein, and insofar as the opinion set forth herein is based on such factual matters, we have relied on such certificates.

695 Town Center Drive, 14th Floor, Costa Mesa, California 92626-1924 Telephone: 714.371.2500 Fax: 714.371.2550

Albany | Los Angeles | New York | Orange County | Palo Alto | Sacramento | San Francisco | Washington, D.C

manatt

manatt | phelps | phillips

United PanAm Financial Corp.

December 18, 2007

Page 2

Based upon the foregoing, we are of the opinion that the Shares, if, as and when issued, sold and delivered pursuant to and in accordance with the terms of the Stock Plan and the Registration Statement, will be duly authorized, validly issued, fully paid and non-assessable.

This opinion is issued to you solely for use in connection with the Registration Statement and is not to be quoted or otherwise referred to in any financial statements of the Company or any other document, nor is it to be filed with or furnished to any government agency or other person, without our prior written consent.

This opinion is limited to the current laws of the State of California, to present judicial interpretations thereof and to facts as they presently exist, and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention which may alter, affect or modify the opinion set forth herein. This opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Stock Plan or the Shares.

This opinion is being furnished in accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K. We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement.

Very truly yours,

/s/ Manatt, Phelps & Phillips, LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

United PanAm Financial Corp. and Subsidiaries:

We consent to the incorporation by reference and inclusion in the Registration Statements on Form S-8 of United PanAm Financial Corp. of our reports dated March 1, 2007, relating to the consolidated statements of financial condition of United PanAm Financial Corp. and Subsidiaries as of December 31, 2006 and 2005, and the related consolidated statements of operations, comprehensive income, changes in shareholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2006; management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2006, and the effectiveness of internal control over financial reporting as of December 31, 2006, which reports appear in the December 31, 2006 Annual Report on Form 10-K of United PanAm Financial Corp.

/s/    GROBSTEIN, HORWATH & COMPANY LLP

Costa Mesa, California

December 18, 2007