Edgar Filing: COMMUNITY WEST BANCSHARES /

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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POST-EFFECTIVE AMENDMENT NO. 3
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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COMMUNITY WEST BANCSHARES
(Exact Name of Company as Specified in Its Charter)

California 77-0446957
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

445 Pine Avenue
Goleta, California 93117
(Address of Principal Executive Offices Including Zip Code)

COMMUNITY WEST BANCSHARES
1997 STOCK OPTION PLAN
(Full Title of the Plan)
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Lynda J. Nahra
President and Chief Executive Officer
445 Pine Avenue
Goleta, California 93117
(Name and Address of Agent for Service)

Telephone number, including area code, of agent for service: (805) 692-5821

Copy to:
Arthur A. Coren, Esq.
HORGAN, ROSEN, BECKHAM & COREN, L.L.P.
23975 Park Sorrento, Suite 200
Calabasas, California 91302
(818) 591-2121
(818) 591-3838 (Fax)

This Post-Effective Amendment No. 3 to Registration Statement on Form S-8
includes an Amended and Restated Reoffer Prospectus that is substantively
different from the prospectus that was filed with Community West Bancshares'
(the "Registrant") Post-Effective Amendment No. 2 to Registration Statement on
Form S-8 on November 22, 2005. The Registrant originally registered the shares
of common stock, no par value (the "Shares"), which may be issued by the
Registrant under the Community West Bancshares 1997 Stock Option Plan (the "1997
Plan") pursuant to its Registration Statement on Form S-8 filed on December 31,
1997 (File number 333-43531), as amended on February 20, 1998, and further
amended on November 22, 2005 (as amended, the "Initial Registration Statement").
The Registrant paid the registration fee at the time of filing of the Initial
Registration Statement. On November 22, 2005, the Registrant filed a new
Registration Statement on Form S-8 (the "2005 Registration Statement") to
register 450,000 additional shares of the same class issuable under the 1997
Plan for which the Initial Registration Statement was filed. The Registrant is
now filing a new Registration Statement on Form S-8 (the "2006 Registration
Statement") to register 500,000 shares of the same class (for which the Initial
Registration Statement was filed) that are issuable under the Community West
Bancshares 2006 Stock Option Plan (the "2006 Plan"). The Amended and Restated
Reoffer Prospectus, included herewith and in the 2005 Registration Statement and
the 2006 Registration Statement, covers the resale of the 500,000 shares
issuable under the 2006 Plan, as well as the 450,000 additional shares issuable
under the 1997 Plan and the original 842,014* shares issuable under the 1997
Plan.

* Please note that pursuant to Rule 416(a), as a result of stock dividends and
stock splits, the 456,427 shares which were registered under the Initial
Registration Statement now total 842,014 shares.

AMENDED AND RESTATED REOFFER PROSPECTUS

COMMUNITY WEST BANCSHARES
1,792,014 SHARES OF COMMON STOCK
NO PAR VALUE PER SHARE

This Amended and Restated Reoffer Prospectus (this "Prospectus") covers the
resale by officers or directors (the "Selling Shareholders") of Community West
Bancshares ("Community West" or the "Company") of shares of the Community West's
common stock, no par value per share, acquired pursuant to those certain stock
option agreements executed by and between the Community West and the Selling
Shareholders (the "Stock Option Agreement") in connection with the Community
West Bancshares 1997 Stock Option Plan (the "1997 Plan") and the Community West
Bancshares 2006 Stock Option Plan (the "2006 Plan").

The Selling Shareholders may offer shares of Community West's common stock
from time to time to purchasers directly or through underwriters, dealers or
agents. Such shares of Community West's common stock may be sold at market
prices prevailing at the time of sale or at negotiated prices.

Community West's common stock is quoted on the Nasdaq National Market and
trades under the symbol "CWBC." The last sale price for the common stock as so
reported was on or about July 11, 2006 and was $15.65 per share. Community West
will not receive any of the proceeds from the sale of shares of common stock by
the Selling Shareholders. The address of the principal executive office of the
Company is 445 Pine Avenue, Goleta, California 93117 and its telephone number is
(805) 692-5821.

SEE "RISK FACTORS" ON PAGE 2 FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY EACH PURCHASER.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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No dealer, salesman or other person has been authorized to give any
information or to make any representation in this Prospectus, and, if given or
made, such information or representation should not be relied upon as having
been authorized by Community West or any Selling Shareholders. This Prospectus
does not constitute an offer to sell or a solicitation of an offer to buy any
security in any jurisdiction in which, or to any person to whom, such offer or
solicitation would be unlawful. Neither the delivery of this Prospectus nor any
distribution of the securities made under this Prospectus shall under any
circumstances create any implication that there has been no change in the
affairs of Community West since the date hereof or that the information
contained herein is correct as of any time subsequent to the date hereof.

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THE DATE OF THIS PROSPECTUS IS JULY 28, 2006

COMMUNITY WEST BANCSHARES
AMENDED AND RESTATED REOFFER PROSPECTUS

TABLE OF CONTENTS

Page
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INTRODUCTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . 2
INCORPORATION OF DOCUMENTS BY REFERENCE . . . . . . . . . . . . . . . . . 2
RISK FACTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
REGULATORY CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . 6
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SELLING SHAREHOLDERS. . . . . . . . . . . . . . . . . . . . . . . . . . . 7
PLAN OF DISTRIBUTION. . . . . . . . . . . . . . . . . . . . . . . . . . . 9
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

INTRODUCTION

Community West Bancshares ("Community West") is a bank holding company
registered under the Bank Holding Company Act of 1956, as amended. Community
West's principal business is to serve as a holding company for its banking
subsidiary, Community West Bank, N.A. ("CW Bank")(formerly, Goleta National
Bank). When we say "we" or "our" we mean Community West on a consolidated basis
with CW Bank.

Community West was incorporated on November 26, 1996, under the laws of the
State of California, at the direction of the Board of Directors of CW Bank for
the purpose of becoming CW Bank's holding company. The holding company
reorganization was consummated on December 31, 1997 and each outstanding share
of CW Bank's common stock was converted into one share of Community West's
common stock and all outstanding shares of CW Bank's common stock were
transferred to Community West.

AVAILABLE INFORMATION

Community West is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities and
Exchange Commission (the "Commission"). Such reports and other information
concerning Community West may be inspected and copied at the Public Reference
Room maintained by the Commission at 100 F Street, N.E., Washington, D.C. 20549.
You may obtain information on the operation of the Public Reference Room by
calling the Commission at 1-800-SEC-0330. Electronic filings made through the
Electronic Data Gathering, Analysis, and Retrieval system are available through
the Commission's Web site (http://www.sec.gov). Such reports and other
information concerning Community West can also be inspected at the offices of
Community West at 445 Pine Street, Goleta, California 93117 and can also be
retrieved by accessing our Web site (www.communitywest.com).
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On December 31, 1997, Community West filed with the Commission a
registration statement on Form S-8 under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the securities offered hereby, which was
amended by that certain Post-Effective Amendment No. 1 filed with the Commission
on February 20, 1998, and was further amended by that certain Post-Effective
Amendment No. 2 filed with the Commission on November 22, 2005, and was further
amended by that certain Post-Effective Amendment No. 3 filed with the Commission
on July 28, 2006. On November 22, 2005, Community West filed a new registration
statement on Form S-8 to register 450,000 additional shares of common stock
issuable upon the exercise of outstanding stock options granted under the 1997
Plan. On July 28, 2006, Community West filed a new registration statement on
Form S-8 to register 500,000 additional shares of common stock issuable upon the
exercise of outstanding stock options granted under the 2006 Plan. This
Prospectus covers the resale by the Selling Shareholders of shares of Community
West's common stock, no par value per share, acquired pursuant to those certain
stock option agreements executed by and between Community West and the Selling
Shareholders in connection with the 1997 Plan and the 2006 Plan.

This Prospectus, which constitutes a part of the registration statement,
does not contain all of the information set forth in the registration statement,
certain items of which are contained in schedules and exhibits to the
registration statement as permitted by the rules and regulations of the
Commission. Statements made in this Prospectus as to the contents of any
contract, agreement or the document referred to are not necessarily complete.
With respect to each such contract, agreement or other document filed as an
exhibit to the registration statement, reference is made to the exhibit for a
more complete description of the matter involved, and each such statement shall
be deemed qualified in its entirety by such reference. Items and information
omitted from this Prospectus but contained in the registration statement may be
inspected and copied at the Public Reference Room maintained by the Commission
at 100 F Street, N.E.,

, Washington, D.C. 20549. You may obtain information on the operation of the
Public Reference Room by calling the Commission at 1-800-SEC-0330.

INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents of Community West which have been filed with the
Commission pursuant to applicable statutes are incorporated herein by reference:

(a) Community West's Annual Report on Form 10-K as filed with the
Commission on March 29, 2006, and amended on June 26, 2006;

(b) Community West's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2006 filed with the Commission on May 12, 2006 and Current
Reports on Form 8-K filed with the Commission on April 25, 2006 and June 1,
2006; and

(c) The description of Community West's common stock which is contained
in its registration statement on Form 8-A dated December 31, 1997, filed under
the Exchange Act, and any amendment or report filed for the purpose of updating
such description.

In addition, all documents subsequently filed by Community West pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment that indicates that all securities offered hereby have
been sold or that deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing such documents.

Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference will be deemed to be modified or superseded for
purposes of this registration statement to the extent that a statement contained
herein or in any subsequently filed document which is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statements
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.

Community West will provide, without charge, to each person to whom a copy
of this registration statement is delivered, on written or oral request of such
person, a copy of any or all of the documents incorporated herein by reference
(other than exhibits thereto unless such exhibits are specifically incorporated
by reference into the information that this registration statement
incorporates). Requests should be directed to Community West's Executive Offices
at 445 Pine Avenue, Goleta, California 93117, (805) 692-5821.

RISK FACTORS

Ownership of our common stock involves various risks which are particular
to our company, our industry and our market area. You should carefully consider
in addition to the other information set forth herein, the following risk
factors.

DEPENDENCE ON REAL ESTATE CONCENTRATED IN THE STATE OF CALIFORNIA. As of
June 30, 2006, approximately 40% of our loan portfolio is secured by various
forms of real estate, including residential and commercial real estate. A
decline in current economic conditions or rising interest rates could have an
adverse effect on the demand for new loans, the ability of borrowers to repay
outstanding loans and the value of real estate and other collateral securing
loans. The real estate securing our loan portfolio is

concentrated in California. If real estate values decline significantly,
especially in California, the change could harm the financial condition of our
borrowers, the collateral for our loans will provide less security and we would
be more likely to suffer losses on defaulted loans.

OUR ABILITY TO PAY DIVIDENDS IS RESTRICTED BY LAW AND DEPENDS ON CAPITAL
DISTRIBUTIONS FROM CW BANK WHICH IS SUBJECT TO REGULATORY LIMITS. Our ability
to pay dividends to our shareholders is subject to the restrictions set forth in
California law. We cannot assure you that we will meet the criteria specified
under California law or under these agreements in the future, in which case we
may reduce or stop paying dividends on our common stock.

CONCENTRATED OWNERSHIP OF OUR COMMON STOCK CREATES A RISK OF SUDDEN CHANGES
IN OUR SHARE PRICE. As of June 30, 2006, directors and members of our executive
management team owned or controlled approximately 18.16% of our common stock,
excluding shares that may be issued to executive officers upon the exercise of
stock options under the 1997 Plan and 2006 Plan. Investors who purchase our
common stock may be subject to certain risks due to the concentrated ownership
of our common stock. The sale by any of our large shareholders of a significant
portion of that shareholder's holdings could have a material adverse effect on
the market price of our common stock. In addition, the registration of any
significant amount of additional shares of our common stock will have the
immediate effect of increasing the public float of our common stock and any such
increase may cause the market price of our common stock to decline or fluctuate
significantly.

RISK DUE TO ECONOMIC CONDITIONS DUE TO CHANGES IN INTEREST RATES OR THE
ECONOMY IN THE AREAS WE SERVE. Changes in the interest rate environment may
have a negative effect on our income. It is expected that we will continue to
realize income from the differential or "spread" between the interest earned on
loans, securities and other interest-earning assets, and interest paid on
deposits, borrowings and other interest-bearing liabilities. Net interest
spreads are affected by the difference between the maturities and repricing
characteristics of interest-earning assets and interest-bearing liabilities. In
addition, loan volume and yields are affected by market interest rates on loans,
and rising interest rates generally are associated with a lower volume of loan
originations. We cannot assure you that we can minimize our interest rate risk.
In addition, while an increase in the general level of interest rates may
increase our net interest margin and loan yield, it may adversely affect the
ability of certain borrowers with variable rate loans to pay the interest on and
principal of their obligations. Accordingly, changes in levels of market
interest rates could materially and adversely affect our net interest spread,
asset quality, loan origination volume and overall profitability.

We serve three primary regions. The Tri-Counties region which consists of
San Luis Obispo, Santa Barbara and Ventura counties in the state of California,
the SBA Western Region where CWB originates SBA loans (California, Colorado,
Oregon and Washington) and the SBA Southeast Region (Alabama, Florida, Georgia,
North and South Carolina and Tennessee). A downturn in the National economy or
in any of these areas may have a negative impact on our future earnings or stock
price.

CHANGES IN THE REGULATORY ENVIRONMENT. The financial services industry is
heavily regulated. We are subject to federal and state regulation designed to
protect the deposits of consumers, not to benefit shareholders. These
regulations include the following:

- the amount of capital we must maintain
- the types of activities in which we can engage
- the types and amounts of investments we can make
- the locations of our offices
- insurance of our deposits and the premiums paid for this
insurance

- how much cash we must set aside as reserves for deposits

The regulations impose limitations on operations and may be changed at any
time, possibly causing future results to vary significantly from past results.
Government policy and regulation, particularly as implemented through the
Federal Reserve System, significantly affects credit conditions.

BANK REGULATIONS COULD DISCOURAGE CHANGES IN OUR OWNERSHIP. Bank
regulations could delay or discourage a potential acquirer who might have been
willing to pay a premium price to acquire a large block of our common stock.
That possibility might decrease the value of our common stock and the price that
a stockholder will receive if shares are sold in the future. Before anyone can
buy enough voting stock to exercise control over a bank holding company like
Community West, bank regulators must approve the acquisition. A stockholder
must apply for regulatory approval to own 10 percent or more of our common
stock, unless the stockholder can show that they will not actually exert
control. As a result, no single stockholder can own more than 25 percent of our
common stock without applying for regulatory approval.

THE PRICE OF OUR COMMON STOCK MAY CHANGE RAPIDLY AND SIGNIFICANTLY. The
market price of our common stock could change rapidly and significantly at any
time. The market price of our common stock has fluctuated in recent years.
Fluctuations may occur, among other reasons, in response to:
- short-term or long-term operating results
- legislative/regulatory action or adverse publicity
- perceived value of our loan portfolio
- trends in our nonperforming assets
- announcements by competitors
- economic changes
- general market conditions
- perceived strength of the banking industry in general
- our relatively low float and thinly-traded stock

The trading price of our common stock may continue to be subject to wide
fluctuations in response to the factors set forth above and other factors, many
of which are beyond our control. The stock market can experience extreme price
and trading volume fluctuations that often are unrelated or disproportionate to
the operating performance of individual companies. We believe that investors
should consider the likelihood of these market fluctuations before investing in
our common stock.

DEPENDENCE ON TECHNOLOGY AND TECHNOLOGICAL IMPROVEMENTS. The financial
services industry is undergoing rapid technological changes with frequent
introductions of new technology-driven products and services. In addition, to
better serve customers, the effective use of technology increases efficiency and
enables financial institutions to reduce costs. Many of our competitors have
substantially greater resources to invest in technological improvements. We
face the risk of having to keep up with the rapid changes.

CURTAILMENT OF GOVERNMENT GUARANTEED LOAN PROGRAMS COULD AFFECT A SEGMENT
OF OUR BUSINESS. A major segment of our business consists of originating and
periodically selling government guaranteed loans, in particular those guaranteed
by the SBA. From time to time, the government agencies that guarantee these
loans reach their internal limits and cease to guarantee loans. In addition,
these agencies may change their rules for loans or Congress may adopt
legislation that would have the effect of discontinuing or changing the
programs. Non-governmental programs could replace government programs for some
borrowers, but the terms might not be equally acceptable. Therefore, if these
changes

occur, the volume of loans to small business, industrial and agricultural
borrowers of the types that now qualify for government guaranteed loans could
decline. Also, the profitability of these loans could decline. In late 2004,
the SBA eliminated the piggy-back program, in which a conventional real estate
loan is made and a SBA 7(a) guaranteed second trust deed is subordinate to the
conventional first trust deed. As the funding and sale of the guaranteed
portion of 7(a) loans is a major portion of our business, the long-term
resolution to the funding for the 7(a) loan program may have an unfavorable
impact on our future performance and results of operations.

ENVIRONMENTAL LAWS COULD FORCE US TO PAY FOR ENVIRONMENTAL PROBLEMS. When
a borrower defaults on a loan secured by real property, we generally purchase
the property in foreclosure or accept a deed to the property surrendered by the
borrower. We may also take over the management of commercial properties when
owners have defaulted on loans. While we have guidelines intended to exclude
properties with an unreasonable risk of contamination, hazardous substances may
exist on some of the properties that we own, manage or occupy. We face the risk
that environmental laws could force us to clean up the properties at our
expense. It may cost much more to clean a property than the property is worth.
We could also be liable for pollution generated by a borrower's operations if we
took a role in managing those operations after default. Resale of contaminated
properties may also be difficult.

RECENT LEGISLATION ADDRESSING CORPORATE AND AUDITING SCANDALS RESULT IN
INCREASED COSTS OF COMPLIANCE. The Sarbanes-Oxley Act and related regulations
are increasing the costs of all public companies and have imposed new
requirements on auditors. Bank regulations have been amended to mirror many of
the requirements of this act. As a result of the Sarbanes-Oxley Act, and its
implementing regulations, we have incurred substantial cost to interpret and
ensure compliance with the law and its regulations. Future changes in the laws,
regulation, or policies that impact us cannot necessarily be predicted and may
have a material effect on our business and earnings.

FLUCTUATIONS IN INTEREST RATES MAY REDUCE PROFITABILITY. Changes in
interest rates environment may affect our level of interest income, the primary
component of our gross revenue, as well as the level of our interest expense.
Interest rate fluctuations are caused by many factors which, for the most part,
are not under our direct control. For example, national monetary policy plays a
significant role in the determination of interest rates. Additionally,
competitor pricing and the resulting negotiations that occur with our customers
also impact the rates we collect on loans and the rates we pay on deposits. As
interest rates change, we expect that we will periodically experience "gaps" in
the interest rate sensitivities of our assets and liabilities, meaning that
either our interest-bearing liabilities will be more sensitive to changes in
market interest rates than our interest-earning assets, or vice versa. In
either event, if market interest rates should move contrary to our position,
this "gap" may work against us, and our earnings may be negatively affected.

Changes in the level of interest rates may also negatively affect our
ability to originate loans, the value of our assets and our ability to realize
gains from the sale of our assets, all of which ultimately affect our earnings.
A decline in the market value of our assets may limit our ability to borrow
additional funds. As a result, we could be required to sell some of our loans
and investments under adverse market conditions, upon terms that are not
favorable to us, in order to maintain our liquidity. If those sales are made at
prices lower than the amortized costs of the investments, we will incur losses.

COMPETITION WITH OTHER BANKING INSTITUTIONS COULD ADVERSELY AFFECT
PROFITABILITY. The banking industry is highly competitive. We face competition
not only from other financial institutions within the markets we serve, but
deregulation has resulted in competition from companies not typically associated
with financial services as well as companies accessed through the internet. As
a community bank, we attempt to combat this increased competition by developing
and offering new products and

increased quality of services.

OPERATIONAL RISK. Operational risk represents the risk of loss resulting
from our operations, including but not limited to, the risk of fraud by
employees or persons outside the Company, the execution of unauthorized
transactions by employees, transaction processing errors and breaches of
internal control system and compliance requirements. This risk of loss also
includes the potential legal actions that could arise as a result of an
operational deficiency or as a result of noncompliance with applicable
regulatory standards, adverse business decisions or their implementation and
customer attrition due to potential negative publicity.

Operational risk is inherent in all business activities and the management
of this risk is important to the achievement of our objectives. In the event of
a breakdown in the internal control system, improper operation of systems or
improper employee actions, we could suffer financial loss, face regulatory
action and suffer damage to our reputation. We manage operational risk through
a risk management framework and our internal control processes. The framework
involves business units, corporate risk management personnel and executive
management. Under this framework, the business units have direct and primary
responsibility and accountability for identifying, controlling and monitoring
operational risk. Business unit managers maintain a system of controls with the
objective of providing proper transaction authorization and execution, proper
system operations, safeguarding of assets from misuse or theft and ensuring the
reliability of financial and other data. Business unit managers ensure that the
controls are appropriate and are implemented as designed. Business continuation
and disaster recovery planning is also critical to effectively manage
operational risks. Our internal audit function (currently outsourced to a third
party) validates the system of internal controls through risk-based regular and
ongoing audit procedures and reports on the effectiveness of internal controls
to executive management and the Audit Committee of the Board.

While we believe that we have designed effective methods to minimize
operational risks, there is no absolute assurance that business disruption or
operational losses would not occur in the event of disaster.

REGULATORY CONSIDERATIONS

As a bank holding company under the Bank Holding Company Act, we are
regulated, supervised and examined by the Board of Governors of the Federal
Reserve System, or Federal Reserve Board. This regulatory framework is intended
primarily for the protection of depositors and the federal deposit insurance
funds and not for the protection of security holders. As a result of this
regulatory framework, our earnings are affected by actions of the Federal
Reserve Board, the Office of Comptroller of the Currency, which regulates the
Bank, and the Federal Deposit Insurance Corporation which insures the deposits
of CW Bank within certain limits.

In addition, there are numerous governmental requirements and regulations
that affect our business activities. A change in applicable statutes,
regulations or regulatory policy may have a material effect on our business.

Depository institutions, like CW Bank, are also affected by various federal
laws, including those relating to consumer protection and similar matters.

We are a legal entity separate and distinct from CW Bank. However, our
principal source of cash revenues is the payment of dividends from CW Bank.
There are various legal and regulatory limitations on the extent to which CW
Bank can finance or otherwise supply funds to us and our other affiliates.

As a national bank the prior approval of the Comptroller of the Currency is
required if the total of all dividends declared and paid to Community West in
any calendar year exceeds CW Bank's net earnings for that year combined with
their retained net earnings less dividends paid for the preceding two calendar
years.

For a more detailed discussion of the material elements of the regulatory
framework applicable to bank holding companies and their subsidiaries and
specific information relevant to us, please refer to our annual report on Form
10-K for the year ended December 31, 2005, as amended on June 26, 2006, which is
incorporated by reference in this Prospectus.

USE OF PROCEEDS

The Selling Shareholders will receive all of the net proceeds from the sale
of the shares of common stock owned by the Selling Shareholders and offered
hereby. Community West will receive none of the proceeds of the sale of such
shares of common stock.

SELLING SHAREHOLDERS

The common stock covered by this Prospectus is being offered by the Selling
Shareholders identified in the table below. The shares of common stock have
been acquired by the Selling Shareholders pursuant to stock option agreements
with Community West. The following sets forth certain information as of June
30, 2006, with respect to the Selling Shareholders and the shares of common
stock offered hereby:

Shares of Common
Stock Beneficially Number of Maximum Amount
Held (1) Shares of Shares to be Maximum % of
Shareholder - Title with Community (Exclusive of Underlying Held After Shares to be Held
West/CW Bank Options) Options Held Offering (2) After Offering (3)
------------------------------------ ------------------- ------------ ---------------- ------------------

Charles G. Baltuskonis, 12,100 22,000 12,100 *
Executive Vice President and Chief
Financial Officer, Community West
and CW Bank
Robert H. Bartlein, 135,762 13,545 135,762 2.35%
Director and Chairman of the
Board, CW Bank
Jean W. Blois, 58,824 15,099 58,824 1.01%
Director
Cynthia M. Hooper, 5,225 19,000 6,625 *
Senior Vice President,
CW Bank
John D. Illgen, 46,956 27,959 46,956 *
Director
Bernard R. Merry, - 23,500 - -
Senior Vice President,
CW Bank
Lynda J. Nahra, 14,330 74,500 14,330 *
Director, President and Chief
Executive Officer, Community West
and CW Bank
William R. Peeples (4) 749,357 - 749,357 12.96%
Director and Chairman of the
Board, Community West
James R. Sims, Jr., 22,385 27,959 22,385 *
Director
Kirk B. Stovesand, 2,600 5,000 2,600 *
Director
William Viani, - 23,000 - ---
Executive Vice President,
CW Bank
C. Richard Whiston, 2,870 5,000 2,870 *
Director

_____________________

* less than 1%
(1) Includes shares beneficially owned, directly and indirectly, together with
associates, except for shares subject to stock options and outstanding
warrants. Also includes shares held as trustee and held by or as custodian
for minor children. Unless otherwise noted, all shares are held as
community property under California law or with sole investment and voting
power.
(2) Assumes sale of all option shares in the offering.
(3) Assumes the options shares of the particular Selling Shareholder are issued
and outstanding. As of June 30, 2006, there were 5,781,653 shares of common
stock issued and outstanding.
(4) Includes 173,922 shares held by Mr. Peeples' spouse, concerning which Mr.
Peeples disclaims beneficial ownership.

PLAN OF DISTRIBUTION

The Selling Shareholders have not advised Community West of any specific
plans for the distribution of the shares of common stock covered by this
Prospectus, but it is anticipated that the Selling Shareholders may sell all or
a portion of the shares of common stock from time to time to purchasers directly
or through underwriters, dealers or agents, who may receive compensation in the
form of underwriting discounts, concessions or commissions from the Selling
Shareholders and/or purchasers of the shares of common stock for whom they may
act as agent. The Selling Shareholders will be responsible for payment of any
and all commissions to brokers, which will be negotiated on an individual basis.
The Selling Shareholders and any underwriters, dealers or agents that
participate in the distribution of the shares of common stock might be deemed to
be underwriters, and any profit on the sale of such shares of common stock by
them and any discounts, commissions or concessions received by any such
underwriters, dealers, or agents might be deemed to be underwriting discounts
and commissions under the Securities Act. At the time a particular offer of any
of the shares of common stock is made, to the extent required, a supplement to
this Prospectus will be distributed which will set forth the aggregate principal
amount of stock being offered and the terms of the offering, including the name
or names of any underwriters, dealers or agents, any discounts, commissions or
other items constituting compensation from the Selling Shareholders and any
discounts, commissions or concessions allowed or re-allowed or paid to dealers.

The shares of common stock may be sold on the Nasdaq National Market System
or in privately negotiated transactions. In addition, any securities covered by
this Prospectus which qualify for sale pursuant to Rule 144 of the Securities
Act may be sold under Rule 144 rather than pursuant to this Prospectus. The
Selling Shareholders will be subject to applicable provisions of the Exchange
Act, and the rules and regulations thereunder, including, without limitation,
Rules 10b-6 and 10b-7, which provisions may limit the timing of purchases and
sales of any of the shares of common stock by the Selling Shareholders. There
is no assurance that the Selling Shareholders will sell any or all the common
stock described herein and may transfer, devise or gift such shares by other
means not described herein.

LEGAL MATTERS

The validity of the shares offered hereby will be passed on for Community
West by Horgan, Rosen, Beckham & Coren, L.L.P., Calabasas, California.

EXPERTS

The consolidated financial statements of Community West Bancshares
appearing in Community West Bancshares Annual Report on Form 10-K, for the year
ended December 31, 2005, have been audited by Ernst & Young LLP, independent
registered public accounting firm, as set forth in their report thereon included
therein, and incorporated herein by reference. Such financial statements are,
and audited financial statements to be included in subsequently filed documents
will be, incorporated herein in reliance upon the reports of Ernst & Young LLP
pertaining to such financial statements to the extent covered by consents filed
with the Securities and Exchange Commission given on the authority of such firm
as experts in accounting and auditing.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION.*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

23 Community West will send or give the documents containing the
information specified in Part I of this registration statement to each
participant as specified by Rule 428(b)(1) (Sec. 230.428(b)(1)). In
accordance with the rules and regulations of the Securities and
Exchange Commission and the instructions to Form S-8, Community West
is not filing such documents with the Securities and Exchange
Commission either as part of this registration statement or as
prospectuses or prospectus supplements pursuant to Rule 424 of the
Securities Act of 1933. These documents and the documents incorporated
by reference in this Amendment No. 3 to Registration Statement on Form
S-8 pursuant to Item 3 of Part II of this Amendment No. 3 to
Registration Statement on Form S-8, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the
Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed with the Commission are incorporated by
reference into this Amendment No. 3 to Registration Statement on Form S-8 and
are made a part hereof:

(a) Community West's Annual Report on Form 10-K as filed with the
Commission on March 29, 2006, and amended on June 26, 2006;

(b) Community West's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2006 and Current Reports on Form 8-K dated April 25, 2006 and
June 1, 2006; and

(c) The description of Community West's common stock which is contained
in its registration statement on Form 8-A dated December 31, 1997, filed under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any
amendment or report filed for the purpose of updating such description.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Community West's Articles of Incorporation provides that Community West
shall eliminate the liability of its directors for monetary damages to the
fullest extent permissible under California law. Article Six of Community
West's Articles of Incorporation and Article VI of Community West's Bylaws
provide that Community West shall indemnify each of its directors and officers
for expenses, judgments, fines, settlements and other amounts incurred in
connection with any proceeding arising by reason of the fact that such person
was an "agent" of Community West to the fullest extent permissible under
California law. Community West's Articles of Incorporation and Bylaws also
provide that Community West is authorized to provide indemnification for its
agents to the extent permissible under California law. In both cases,
indemnification for breach of duty may be in excess of that expressly permitted
by Section 317 of the California General Corporation Law. Section 317 sets
forth the provisions pertaining to the indemnification of corporate "agents."
For purposes of this law, an agent is any person who is or was a director,
officer, employee or other agent of a corporation, or is or was serving at the
request of a corporation in such capacity with respect to any other corporation,
partnership, joint venture, trust or other enterprise. Section 317 mandates
indemnification of an agent for expenses where the agent's defense is successful
on the merits. In other cases, Section 317 allows a corporation to indemnify an
agent for expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred if the agent acted in good faith and in a manner the agent
believed to be in the best interests of the corporation and its shareholders.
Such indemnification must be authorized by: (i) a majority vote of a quorum of
the board of directors consisting of directors who are not parties to the
proceedings; (ii) approval of the shareholders, with the shares owned by the
person to be indemnified not being entitled to vote thereon; or (iii) the court
in which the proceeding is or was pending upon application by designated
parties. Under certain circumstances, a corporation can indemnify an agent even
when the agent is found liable. Section 317 also allows a corporation to
advance expenses to an agent for certain actions upon receiving an undertaking
by the agent that he or she will reimburse the corporation if it is later
determined that he or she is not entitled to be indemnified.

In October 2004, Community West entered into Indemnification Agreements
with each of its directors pursuant to which it agreed to indemnify each
director for expenses, judgments, fines, settlements and other amounts incurred
in connection with any proceeding arising by reason of the fact that such
director was Community West's "agent" to the fullest extent permissible under
California law, subject to the terms and conditions of the Indemnification
Agreements. The indemnification provisions also apply to liability under the
Federal Securities Laws. Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers or persons
controlling Community West pursuant to the foregoing provisions, Community West
has been informed that, in the opinion of the SEC, such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.

At present, Community West is not aware of any pending or threatened
litigation or proceeding involving its directors, officers, employees or agents
in which indemnification would be required or permitted. Community West
believes that its Articles of Incorporation and Bylaw provisions and

Indemnification Agreements with its directors are necessary to attract and
retain qualified persons as directors and officers.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

EXHIBIT
NUMBER DESCRIPTION

4 Assistant Secretary's Certificate of Adoption of Amendment No. 1 to
Community West Bancshares 1997 Stock Option Plan filed as Exhibit 4 to
Community West's Registration Statement on Form S-8 (File No. 333-43531)
filed on November 22, 2005 is incorporated herein by this reference
5 Legal Opinion of Horgan, Rosen, Beckham & Coren, L.L.P. filed as Exhibit 5
to Community West's Registration Statement on Form S-8 (File No. 333-
43531) filed on December 31, 1997 is incorporated herein by this reference
15 Not applicable
23.1 Consent of Horgan, Rosen, Beckham & Coren, L.L.P.
23.2 Consent of Ernst & Young LLP
24 Not applicable

ITEM 9. UNDERTAKINGS.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to
this registration statement 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;

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective amendment
shall be treated as a new registration statement of 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 undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the Company's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934, as amended (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, as amended) that is incorporated by
reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and

iii

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, as amended, may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933, as amended, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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 of 1933, as amended, and will be governed by the
final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
Community West Bancshares 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 Amendment No. 3 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Goleta, State of
California, on the 27th day of July, 2006.

COMMUNITY WEST BANCSHARES

By: /s/Lynda J. Nahra
-----------------
Lynda J. Nahra,
President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Lynda J. Nahra and Arthur A. Coren, and each or
any one of them, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Amendment No. 3 to Registration Statement on Form S-8, 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 in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 3 to Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

SIGNATURE TITLE DATE

/s/Charles G. Baltuskonis July 27, 2006
-------------------------
Charles G. Baltuskonis Executive Vice President and Chief
Financial Officer (Principal Financial
Officer)

/s/Robert H. Bartlein July 27, 2006
-------------------------
Robert H. Bartlein Director

/s/Jean W. Blois July 27, 2006
-------------------------
Jean W. Blois Director

/s/John D. Illgen July 27, 2006
-------------------------
John D. Illgen Director

/s/Lynda J. Nahra July 27, 2006
-------------------------
Lynda J. Nahra Director, President and Chief Executive
Officer (Principal Executive Officer)

/s/William R. Peeples July 27, 2006
-------------------------
William R. Peeples Chairman of the Board

/s/James R. Sims July 27, 2006
-------------------------
James R. Sims Director

/s/Kirk B. Stovesand July 27, 2006
-------------------------
Kirk B. Stovesand Director

/s/C. Richard Whiston July 27, 2006
-------------------------
C. Richard Whiston Director