8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): May 23, 2005

PACIFICA BANCORP, INC.

(Exact name of registrant as specified in its charter)

Washington

(State or Other Jurisdiction of Incorporation)

000-32385 91-2094365

(Commission File Number) (IRS Employer Identification No.)

Skyline Tower, 10900 NE 4th Street, Suite 200, Bellevue, WA 98004

(Address of Principal Executive Offices)

(425) 637-1188

(Registrant's Telephone Number, Including Area Code)

N/A

(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)

[ X ] 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© under the Exchange Act (17 CFR 240.13d-4(c)).

Item 1.01 Entry into a Material Definitive Agreement

UCBH Holdings, Inc., a Delaware corporation ("UCBH"), and Pacifica Bancorp, Inc., a Washington corporation ("Pacifica Bancorp"), each registered as a bank holding company under the Bank Holding Company Act of 1956, as amended, entered into an Agreement and Plan of Merger dated as of May 23, 2005 (the "Merger Agreement"). UCBH is the holding company of United Commercial Bank, a California state-chartered bank ("UCB"), and Pacifica Bancorp is the holding company of Pacifica Bank, a Washington state-chartered bank.

Pursuant to the Merger Agreement, Pacifica Bancorp will merge with and into UCBH Merger Sub, Inc., a newly formed, wholly owned California subsidiary of UCBH ("Merger Sub"), with Merger Sub as the surviving corporation in such merger (the "Merger"), for a total consideration of approximately $40.3 million (as of the most recent closing price for UCBH), comprised of the issuance of approximately 1.2 million shares of UCBH common stock, $16.0 million in cash and approximately $3.6 million related to the cash-out of the outstanding stock options of Pacifica Bancorp. It is contemplated that immediately following the consummation of the Merger, Pacifica Bank will merge with and into United Commercial Bank in a separate transaction.

In accordance with the terms of the Merger Agreement, upon consummation of the Merger, the outstanding shares of common stock, no par value, of Pacifica Bancorp will be converted into, at the election of the holder thereof, (i) shares of UCBH common stock, par value $0.01, in accordance with the Exchange Ratio (as defined below), (ii) cash in the amount of the Per Share Cash Consideration (as defined below), or (iii) a combination of a specified number of shares of UCBH common stock with respect to some of such holder's common stock in Pacifica Bancorp and cash with respect to the remainder of such holder's stock in Pacifica Bancorp. "Exchange Ratio" means the number of shares of UCBH common stock into which a share of common stock of Pacifica Bancorp shall be converted, which number shall be equal to the quotient (to the nearest ten-thousandth) of (i) the Per Share Amount (as defined below) divided by (ii) the Average Closing Price (as defined below). "Per Share Cash Cons ideration" means an amount of cash, without interest, equal to the Per Share Amount. "Per Share Amount" means the quotient of (i) the sum of (A) the product of (I) 1,198,795 multiplied by (II) the Average Closing Price, plus (B) $16,024,000, divided by (ii) 3,544,597, rounded to the nearest whole cent. "Average Closing Price" means the average of the daily closing price of a share of UCBH common stock reported on the Nasdaq National Market during the ten (10) consecutive trading days preceding the fifth (5) business day prior the date of consummation of the Merger.

Each share of the capital stock of Merger Sub outstanding immediately prior to the consummation of the Merger shall remain outstanding and shall not be converted or otherwise affected by the Merger, and such shares shall thereafter constitute all of the issued and outstanding shares of Merger Sub as the surviving corporation in the Merger.

Consummation of the Merger is subject to various closing conditions, including, among others, (i) receipt of the approval of the Merger Agreement by Pacifica Bancorp's stockholders; (ii) holders of not more than seven percent of the outstanding shares of capital stock of Pacifica Bancorp having perfected dissenter's rights pursuant to the Washington Business Corporations Act; (iii) receipt of the requisite regulatory approvals from the Board of Governors of the Federal Reserve System and other federal and state regulatory authorities; (iv) the net worth of Pacifica Bancorp being be not less than the Company Closing Net Worth (as defined below), excluding certain considerations; and (v) receipt of an opinion from Pricewaterhouse Coopers as to the tax treatment of the Merger. "Company Closing Net Worth" means, if the consummation of the Merger occurs on or before July 31, 2005, $17,173,000; if the consummation of the Merger occurs on or after August 1, 2005 but on or before August 31, 2005, $17,363,000; if such consummation occurs on or after September 1, 2005 but on or before September 30, 2005, $17,566,000; if such consummation occurs on or after October 1, 2005 but on or before October 31, 2005, $17,764,000; and if the such consummation occurs on or after November 1, 2005, $17,996,000.

Further, Pacifica Bancorp may terminate the Merger Agreement for various reasons prior to consummation of the Merger, including but not limited to the circumstance where the Average Closing Price (as defined above) is less than $16.50; provided, however, that if Pacifica Bancorp elects to terminate the Merger Agreement for such reason, UCBH may render such election null and void, and thereby revive the Merger Agreement, by agreeing to change the Per Share Amount (as defined above) to $10.07, provided that UCBH's election to change the Per Share Amount shall be in a combination of shares of UCBH common stock and cash that does not negate or adversely impact the conclusions reflected in the tax opinion to be delivered as a closing condition to the Merger.

UCBH may also terminate the Merger Agreement for various reasons prior to consummation of the Merger, including but not limited to the circumstance where the Average Closing Price (as defined above) is greater than $23.50; provided, however, that if UCBH elects to terminate the Merger Agreement for such reason, Pacifica Bancorp may render such election null and void, and thereby revive the Merger Agreement, by agreeing to change the Per Share Amount (as defined above) to $12.43, provided that Pacifica Bancorp's election to change the Per Share Amount shall be in a combination of shares of UCBH common stock and cash that does not negate or adversely impact the conclusions reflected in the tax opinion to be delivered as a closing condition to the Merger.

Each of Pacifica Bancorp and UCBH shall pay to the other a "break-up fee" in the event such party terminates the Merger Agreement upon certain conditions.

The news release jointly issued by UCBH and Pacifica Bancorp announcing the Merger is included as Exhibit 99.1 hereto and is incorporated herein by reference.

INFORMATION CONCERNING PARTICIPANTS

The Company and its directors may be deemed to be participants in the solicitation of proxies from the Company stockholders to approve the merger. One of the directors of the Company has an interest in the merger that differs from or may be in addition to the interests of the Company stockholders generally. That interest, which will be described in greater detail in the proxy statement with respect to the merger, includes the interest of Mr. Kennedy in the Severance Agreement, dated December 7, 2004, that Mr. Kennedy entered into with the Bank, which UCBH has agreed to honor.

IMPORTANT INFORMATION AND WHERE TO FIND IT

The Company plans to file and mail to its stockholders a proxy statement containing information about the Company, the proposed merger, and related matters. Stockholders are urged to read the proxy statement carefully when it is available, as it will contain important information that stockholders should understand before making a decision about the merger. When the proxy statement is completed, the Company will mail it to its stockholders to seek their approval of the merger. The proxy statement (when it is filed), as well as other filings containing information about the Company, can be obtained without charge at the SEC's web site (http://www.sec.gov). Copies of the proxy statement, when available, and the Company's SEC filings will also be obtainable, without charge, from John Huddleston, the Bank's Chief Financial Officer, Skyline Tower, 10900 NE 4^th Street, Suite 200, Bellevue, Washington 98004, (425) 637-1188.

Item 9.01 Financial Statements and Exhibits

3. Exhibits

1. Press Release dated May 24, 2005.

SIGNATURES

Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PACIFICA BANCORP, INC.

(Registrant)

Dated: May 26, 2005

/s/ John Kennedy

John Kennedy

President and Chief Executive Officer

EX-99.1

FOR: UCBH HOLDINGS, INC.

APPROVED BY: Thomas S. Wu

CONTACT: Thomas S. Wu

Chairman, President and Chief Executive Officer

(415) 315-2800

Jonathan H. Downing

Chief Financial Officer

(415) 315-2800

EVC Group

Investor Relations: Douglas M. Sherk, Jennifer Beugelmans

(415) 896-6820

Media Relations: Steve DiMattia

(917) 620-0590

For Immediate Release

UCBH Holdings, Inc. Signs Definitive Agreement to Acquire Pacifica Bancorp, Inc.

~ Acquisition Marks Entry into Pacific Northwest Market ~

SAN FRANCISCO, CA and BELLEVUE, WA, May 24, 2005 - UCBH Holdings, Inc. (Nasdaq: UCBH), the holding company of United Commercial Bank (UCB™), today announced that it has signed a definitive agreement under which it will acquire Pacifica Bancorp, Inc., the holding company of Pacifica Bank, in a transaction valued at approximately $40.3 million. Pacifica Bank, headquartered in Bellevue, Washington, is a state-chartered commercial bank that specializes in providing a broad range of banking products and services to small- and medium-sized domestic businesses, international businesses, and individuals in its market areas.

In addition to its two branches serving the King County area in Washington State, Pacifica Bank offers international trade banking services and specializes in providing banking services to the ethnic Chinese community and business community in the markets it serves. Pacifica Bank had assets of $164.3 million and deposits of $136.7 million as of March 31, 2005.

The definitive agreement has been approved by the Board of Directors of each company. Under the terms of the agreement announced today, Pacifica Bancorp will be merged into a subsidiary of UCBH, and Pacifica Bank will be merged into United Commercial Bank, for a total consideration of approximately $40.3 million (as of most recent closing price for UCBH), comprised of the issuance of approximately 1.2 million shares of UCBH common stock, $16.0 million in cash and approximately $3.6 million related to the cash-out of the outstanding stock options of Pacifica. The proposed transaction is subject to review if during the pricing period prior to the closing date, the price of UCBH common shares falls below $16.50 or exceeds $23.50. Retention agreements with certain managers of Pacifica are in place.

The transaction, which is subject to approval by Pacifica Bancorp's shareholders and regulatory approval, is anticipated to close in the fourth quarter of 2005. UCBH management projects the deal will be marginally accretive to earnings per share in 2006 and thereafter.

"The proposed acquisition of Pacifica Bancorp represents our strategic move to enter the dynamic Pacific Northwest market," said Thomas S. Wu, Chairman, President and Chief Executive Officer of UCBH Holdings, Inc. "Pacifica Bank's operations complement those of United Commercial Bank, and we share similar commitments and values in providing the highest quality banking services to our customers.

"Washington State is the fifth largest export state in the U.S. The Washington ports handle 7% of all U.S. exports and 6% of the nation's imports. Together, the Seattle and Tacoma ports are the second largest container loading center in the United States after the Los Angeles and Long Beach ports. In addition to gaining access to the vibrant ethnic Chinese markets in the region, this acquisition strengthens our capabilities to facilitate trade flows across the Pacific Rim and will allow us to further grow our commercial banking business both in the domestic U.S. markets and in the Greater China Region" added Mr. Wu.

"We are excited to become a part of the United Commercial Bank organization and believe that this transaction will be very positive for our shareholders, customers and employees," said Lyle Snyder, Chairman of Pacifica Bancorp, Inc. "As a part of United Commercial Bank, we will be able to offer more products and services to our customers as well as more career opportunities for our employees. In addition, by joining a large and established lending institution, we believe we will significantly strengthen our opportunities to grow as we will be able to service new segments of the market, including larger customers. This is a great opportunity for both banks as it brings together two organizations committed to providing exceptional customer service and quality products to the communities that we serve."

About UCBH Holdings, Inc.

UCBH Holdings, Inc., with $6.49 billion in total assets, is the holding company for United Commercial Bank, a state-chartered commercial bank. UCB has 46 California branches/offices located in the San Francisco Bay Area, Sacramento, Stockton and Greater Los Angeles, two branches in Greater New York, a branch in Hong Kong, and representative offices in Shenzhen, China and Taipei, Taiwan. UCB, with headquarters in San Francisco, provides commercial banking services to small- and medium-sized businesses and professionals in a variety of industries as well as consumer banking services to individuals. In addition to being the leading California bank serving the ethnic Chinese community, UCB offers a full range of lending activities, including commercial real estate and construction loans, commercial credit facilities, international trade finance services, loans guaranteed by the U.S. Small Business Administration, residential mortgages, home equity lines of credit, and online banking services for businesses and consumers. For additional information, visit the web site for United Commercial Bank at www.ibankUNITED.com or the web site for UCBH Holdings, Inc. at www.ucbh.com.

About Pacifica Bank

Pacifica Bank is a wholly-owned subsidiary of Pacifica Bancorp, Inc., a Washington state-chartered commercial bank that specializes in providing a broad range of banking solutions and services to small, medium and international businesses and individuals. Services range from business and personal checking to Visa check cards, safe deposit boxes, cash management and lending solutions. In addition to speaking the language of business, the Bank's employees also speak more than a dozen Asian, European and Middle Eastern languages and serve customers from all over the world. In addition to serving its customers in the greater Seattle area, the Bank also has a strong international banking division with world-wide correspondent banking relationships and is a member of SWIFT (Society of Worldwide Inter-Financial Telecommunication) for the benefit of its trading customers. For additional information, visit the Company's web site at www.pacificabank.com.

Forward-Looking Statements

Certain statements contained in this release may include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based upon specific assumptions that may or may not prove correct. Forward-looking statements are also subject to known and unknown risks, uncertainties and other factors relating to the Company's and the Bank's operations and business environment, all of which are difficult to predict, and many of which are beyond the control of the Company and the Bank. The factors include, among others: economic and business conditions in the areas and markets in which the Company and the Bank operate, particularly those affecting loans secured by real estate; deterioration or improvement in the ability of the Bank's borrowers to pay their debts to the Bank; market fluctuations such as those affecting interest and foreign exchange rates and the value of securities in which the Bank invests; competition from other financial institutions, whether banks, investment banks, insurance companies or others; the ability of the Bank to assimilate acquisitions, enter new markets and lines of business, and open new branches, successfully; changes in business strategies; changes in tax law and governmental regulation of financial institutions; demographic changes; and other risks and uncertainties, including those discussed in the documents the Company files with the Securities and Exchange Commission ("SEC"). The foregoing may cause the actual results and performance of the Company and the Bank to be materially different from the results and performance indicated or suggested by the forward-looking statements. Further description of the risks and uncertainties are included in detail in the Company's current, quarterly and annual reports, as filed with the SEC.

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