27 unchanged sentences
Other Information
−Removed: As previously disclosed by 8-K filed on May 3, 2019, on April 30, 2019, the FDIC, the CDBO and the Bank entered into a stipulation consenting to the issuance of a consent order (the “Order”) relating to the Bank’s BSA/AML.
−Removed: The Order requires, among other things, that the Bank correct all violations found in the prior examination and to improve its process to better identify and monitor accounts and transactions that pose a greater than normal risk for compliance with BSA/AML.
−Removed: The Order also requires the Board of Directors of the Bank to increase its oversight of the Bank’s compliance with BSA/AML rules and regulations.
−Removed: In addition, the Bank is to ensure that the BSA/AML compliance program is managed by a qualified officer with sufficient experience and resources necessary to administer an effective BSA/AML compliance program, and to seek prior FDIC and CDBO non-objection to a change in such officer or the officer in charge of Office of Foreign Assets Control compliance matters, or material changes to their responsibilities.
−Removed: Further, the Order requires that the Bank develop and maintain an effective BSA/AML compliance program, monitoring mechanisms, validation of risk rating and suspicious activity monitoring, and training programs for staff.
−Removed: Further, the Bank must review and enhance its BSA/AML risk assessment and customer due diligence, complete a BSA/AML staffing assessment and conduct a “look back” to more highly scrutinize certain transactions that occurred during a six-month period in 2018 to determine if any suspicious activity requiring reporting went undetected.
−Removed: Finally, the Bank must provide periodic reports of progress to the FDIC and CDBO and provide for independent testing of the overall compliance program to ensure continued compliance, and seek prior FDIC and CDBO non-objection to the establishment of any new branches or other offices, or introduction of new delivery channels, products, services, or lines of business.
−Removed: The Order will remain in effect until terminated, modified or suspended by the FDIC and CDBO.
−Removed: The Bank’s Management and Board of Directors have expressed their full intention and ability to comply with all parts of the Order.
−Removed: The Bank began taking corrective actions prior to entry of the Order after communicating with the regulators and expects that it will be able to undertake and implement all required actions within the time periods specified in the Order.
−Removed: Importantly, and prior to the entry of the Order, the Bank sought and received FDIC and CDBO non-objection to hiring a new BSA officer, Susan Wahba, CAMS, who began working for the Bank on March 19, 2019, and brings significant experience in BSA/AML compliance, including as a former bank examiner and BSA/AML trainer for the FDIC, and most recently as the Chief Risk Officer for another Los Angeles area bank.
−Removed: Compliance with the requirements of the Order will be determined by the regulators in subsequent examinations.
−Removed: Subsequent to the Order, the Bank implemented many actions to respond to the requirements of the Order, and submitted all required reports to the FDIC and CDBO.
−Removed: Recently, the FDIC and CDBO have raised concerns with the depth of the “look back” and continued turnover in the Bank's BSA department, and management is reviewing both concerns in detail and intends to address them.
−Removed: Even though the Company believes that the Bank has addressed many of the items under the Order, it will take some time to address, to the satisfaction of the regulators, the specific issues unique to the Bank’s operation and it is still uncertain whether acceptable progress towards compliance with the Order, as determined in the sole discretion of the FDIC and CDBO, will ultimately be achieved in the future.
−Removed: The Bank will incur additional non-interest expenses associated with the implementation of the required corrective actions;
−Removed: however, both these expenses and the Order are not expected to have a material impact on the results of operations or financial position of the Bank or the Company.
Directors, Executive Officers and Corporate Governance
16 unchanged sentences
Financial Statements and Supplementary Data
−Removed: Financial Statement Schedule:
+Added: (a)(2) Financial Statement Schedule:
All financial statements schedules have been omitted as the information is not required under the related instructions or is not applicable.
(a)(3) Exhibits
−Removed: Exhibit Number
+Added: Exhibit Number Description Form File No.
+Added: Exhibit Filing Date
3.1 Articles of Incorporation of PCB Bancorp, as amended
−Removed: August 8, 2019
+Added: 10-Q 001-38621 3.1 August 8, 2019
3.2 Bylaws of PCB Bancorp
+Added: 8-K 001-38621 3.2 July 2, 2019
4.1 Specimen common stock certificate of PCB Bancorp
−Removed: August 8, 2019
+Added: 10-Q 001-38621 4.1 August 8, 2019
4.2 Description of Capital Stock
+Added: 10-K 001-38621 4.2 March 9, 2020
10.1 Employment Agreement, dated January 1, 2018, between Pacific City Financial Corporation and Henry Kim
−Removed: July 17, 2018
+Added: S-1 333-226208 10.1 July 17, 2018
10.2 2013 Equity Based Compensation Plan, as amended
−Removed: July 17, 2018
+Added: S-1 333-226208 10.2 July 17, 2018
10.3 Form of Stock Option Award Agreement under 2013 Equity Based Compensation Plan
−Removed: July 17, 2018
+Added: S-1 333-226208 10.3 July 17, 2018
10.4 Form of Restricted Stock Award Agreement under 2013 Equity Based Compensation Plan
−Removed: July 17, 2018
+Added: S-1 333-226208 10.4 July 17, 2018
10.5 2003 Pacific City Bank Stock Option Plan, as amended
−Removed: July 17, 2018
+Added: S-1 333-226208 10.5 July 17, 2018
10.6 Form of Stock Option Award Agreement under the 2003 Pacific City Bank Stock Option Plan
−Removed: July 17, 2018
+Added: S-1 333-226208 10.6 July 17, 2018
21.1 Subsidiaries of the Registrant *
6 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
−Removed: XBRL Instance Document*
−Removed: XBRL Taxonomy Extension Schema Document*
−Removed: XBRL Taxonomy Extension Calculation Linkbase Document*
−Removed: XBRL Taxonomy Extension Definition Linkbase Document*
−Removed: XBRL Taxonomy Extension Label Linkbase Document*
−Removed: XBRL Taxonomy Extension Presentation Linkbase Document*
+Added: 101.INS XBRL Instance Document*
+Added: 101.SCH XBRL Taxonomy Extension Schema Document*
+Added: 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document*
+Added: 101.DEF XBRL Taxonomy Extension Definition Linkbase Document*
+Added: 101.LAB XBRL Taxonomy Extension Label Linkbase Document*
+Added: 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document*
* Filed herewith
1 unchanged sentence
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.
−Removed: March 9, 2020
−Removed: /s/ Henry Kim
+Added: March 11, 2021 /s/ Henry Kim
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.
−Removed: Signature/Name
−Removed: /s/ Henry Kim
−Removed: Director, President and Chief Executive Officer
−Removed: March 9, 2020
−Removed: (Principal Executive Officer)
−Removed: /s/ Timothy Chang
−Removed: Executive Vice President and Chief Financial Officer
−Removed: March 9, 2020
−Removed: Timothy Chang
−Removed: (Principal Financial and Accounting Officer)
−Removed: /s/ Sang Young Lee
−Removed: Chairman of the Board of Directors
−Removed: March 9, 2020
+Added: Signature/Name Title Date
+Added: /s/ Henry Kim Director, President and Chief Executive Officer March 11, 2021
+Added: Henry Kim (Principal Executive Officer)
+Added: /s/ Timothy Chang Executive Vice President and Chief Financial Officer March 11, 2021
+Added: Timothy Chang (Principal Financial and Accounting Officer)
+Added: /s/ Sang Young Lee Chairman of the Board of Directors March 11, 2021
Sang Young Lee
−Removed: /s/ Kijun Ahn
−Removed: March 9, 2020
−Removed: /s/ Haeyoung Cho
−Removed: March 9, 2020
−Removed: /s/ Hong Kyun “Daniel” Park
−Removed: March 9, 2020
+Added: /s/ Kijun Ahn Director March 11, 2021
+Added: /s/ Daniel Cho Director March 11, 2021
+Added: /s/ Haeyoung Cho Director March 11, 2021
+Added: /s/ Sarah Jun Director March 11, 2021
+Added: /s/ Hong Kyun “Daniel” Park Director March 11, 2021
Hong Kyun “Daniel” Park
−Removed: March 9, 2020
+Added: /s/ Don Rhee Director March 11, 2021
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.