As filed with the Securities and Exchange Commission on August 12, 2004

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

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

PAC-WEST TELECOMM, INC.
(Exact name of registrant as specified in its charter)

1776 W. March Lane, Suite 250
Stockton, California 95207
(Address of principal executive offices
including zip code)

Pac-West Telecomm, Inc.
1999 Stock Incentive Plan
(Full title of the plan)

H. Ravi Brar
Chief Financial Officer

1776 W. March Lane, Suite 250
Stockton, California 95207
(209) 926-3300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies of all communications to:

Michael T. Wolf
Jenner & Block LLP
One IBM Plaza, 40th Floor
Chicago, Illinois 60611

TABLE OF CONTENTS

EXPLANATORY NOTE

     Pac-West Telecomm, Inc. (the “Company”) is filing this Registration Statement on Form S-8 (this “Registration Statement”) to register 1,500,000 additional shares of the Company’s common stock, par value $0.001 (“Common Stock”) authorized for issuance under the Pac-West Telecomm, Inc. 1999 Stock Incentive Plan (the “Plan”). The Company’s shareholders approved an amendment and restatement of the Plan providing for an increase in the number of shares of Common Stock reserved for issuance under the Plan from 5,751,750 shares to 7,251,750 shares on June 16, 2004 at the Company’s annual meeting of shareholders. The Company previously filed Registration Statements on Form S-8 covering Common Stock reserved for issuance under the Plan on December 17, 1999, Reg. No. 333-93053, December 22, 2000, Reg. No. 333-52588, and March 19, 2003, Reg. No. 333-103929 (the “Prior Registration Statements”), with the Securities and Exchange Commission (the “Commission”). In accordance with General Instruction E of the Registration Statement on Form S-8 relating to the registration of additional securities, the contents of the Prior Registration Statements, including any amendments thereto or filings incorporated therein, are incorporated by reference into this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment, which indicates that all securities offered have been sold or which registers all securities then remaining unsold, shall be deemed to be incorporated by reference in the registration statement and to be part thereof from the date of filing 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 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 such 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.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all 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, and in the capacity indicated, in the City of Stockton, State of California, on the 12th day of August, 2004.

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Henry R. Carabelli and H. Ravi Brar, and each of them, his/her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign any of all amendments (including post-effective amendments) to this registration statement, 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/she 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/her substitute or 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 and power of attorney have been signed on August 12, 2004, by the following persons in the capacities indicated:

EXHIBIT INDEX