UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
June 11, 2010
Date of Report (date of earliest event reported)
HANMI FINANCIAL CORPORATION
(exact names of registrant as specified in its charter)
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Delaware
(state or other jurisdiction of
incorporation or organization)
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Commission File Number
000-30421
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95-4788120
(I.R.S. Employer Identification Number) |
3660 Wilshire Boulevard, Ph-A
Los Angeles, California 90010
(Address of principal executive offices, including zip code)
(213) 382-2200
(Registrant’s telephone number, including area code)
Not Applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
Item 8.01. Other Events.
In connection with the commencement of Hanmi Financial Corporation’s (the “Company”) previously announced rights offering (the
“Rights Offering”) and best efforts public offering
(the “Public Offering”), on or about June 11,
2010, the Company commenced mailing the prospectus supplement, dated
June 11, 2010, and related prospectus, subscription
rights certificates to each holder of record of the Company’s common stock, par value $0.001 per
share (the “Common Stock”), as of June 7, 2010,
the record date for the Rights Offering, and the form of Subscription
Agreement and New Account Form that will be entered into with
purchasers in the Public Offering. A
copy of the form of Subscription Rights Certificate, Subscription
Agreement, New Account Form, Instructions for Use of Hanmi Financial
Corporation Subscription Rights Certificate, Notice of Guaranteed Delivery for Subscription Rights
Certificates issued by Hanmi Financial Corporation, Nominee Holder Certificate, Letter to
Registered Holders of Common Stock, Letter to Brokers and Other Nominee Holders and Letter to
Clients are each filed as exhibits 4.1, 99.1, 99.2, 99.3, 99.4, 99.5, 99.6, 99.7 and 99.8, respectively, to
this Current Report on Form 8-K.
Manatt, Phelps & Phillips, LLP, as special counsel to the Company, has issued its opinion with
respect to the legality of the subscription rights (the “Rights”) issued in the Rights
Offering, the shares of Common Stock issuable upon exercise of the Rights and the shares of Common
Stock issuable in the Public Offering pursuant to the Agreement, which opinion is attached hereto
and incorporated herein by reference as Exhibit 5.1.
The Rights and the shares of common stock being offered for sale in the Public Offering and
the Rights Offering are being offered pursuant to a Registration Statement on Form S-3
(Registration No. 333-163206) filed by the Company under the Securities Act of 1933, as amended,
and a related prospectus supplement dated June 11, 2010. The prospectus supplement and related
prospectus contain important information about the Public Offering and the Rights Offering and
investors and stockholders are urged to read them carefully. Copies of the prospectus supplement
and related prospectus, as well as the other documents filed as exhibits hereto, may be obtained by
contacting Hanmi Financial Corp., Attn: Investor Relations, David J. Yang 213-637-4798.
In connection with the
Public Offering, on June 16, 2010
the Company entered into a Placement Agency Agreement (the “Agreement”) with Cappello
Capital Corp. (“Cappello”) pursuant to which Cappello will act as placement agent on a best
efforts basis for the Public Offering. A copy of the Agreement is filed as exhibit 1.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
Cautionary Statement
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of
an offer to buy any of the securities described herein, nor shall there be any sale of the
securities in any jurisdiction or state in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction or state.
Forward-Looking Statements
This report may contain forward-looking statements, which are included in accordance with the
“safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. In some cases,
you can identify forward-looking statements by terminology such as “may,” “will,” “should,”
“could,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,”
“potential,” or “continue,” or the negative of such terms and other comparable terminology.
Although we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance or achievements.
These statements involve known and unknown risks, uncertainties and other factors that may cause
our actual results, levels of activity, performance or achievements to differ from those expressed
or implied by the forward-looking statement. These factors include the following: inability to
consummate the proposed transaction (the “Transaction”) with Woori Finance Holdings Co.
Ltd. (“Woori”) on the terms contemplated in the Securities Purchase Agreement entered into
with Woori on May 25, 2010; failure to receive regulatory or stockholder approval for the
Transaction; inability to continue as a going concern; inability to raise additional capital on
acceptable terms or at all; failure to maintain adequate levels of capital and liquidity to support
our operations; the effect of regulatory orders we have entered into and potential future
supervisory action against us or Hanmi Bank; general economic and business conditions
internationally, nationally and in those areas in which we operate; volatility and deterioration in
the credit
and equity markets; changes in consumer spending, borrowing and savings habits; availability of
capital from private and government sources; demographic changes; competition for loans and
deposits and failure to attract or retain loans and deposits; fluctuations in interest rates and a
decline in the level of our interest rate spread; risks of natural disasters related to our real
estate portfolio; risks associated with Small Business Administration loans; failure to attract or
retain key employees; changes in governmental regulation, including, but not limited to, any
increase in FDIC insurance premiums; ability to receive regulatory approval for Hanmi Bank to
declare dividends to the Company; adequacy of our allowance for loan losses, credit quality and the
effect of credit quality on our provision for credit losses and allowance for loan losses; changes
in the financial performance and/or condition of our borrowers and the ability of our borrowers to
perform under the terms of their loans and other terms of credit agreements; our ability to
successfully integrate acquisitions we may make; our ability to control expenses; and changes in
securities markets. In addition, we set forth certain risks in our reports filed with the U.S.
Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year
ended December 31, 2009, the prospectus supplement, dated June 11, 2010 and current and periodic
reports filed with the U.S. Securities and Exchange Commission thereafter, which could cause actual
results to differ from those projected. We undertake no obligation to update such forward-looking
statements except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Description |
1.1
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Placement Agency Agreement, dated June 16, 2010, between Hanmi Financial Corporation and
Cappello Capital Corp. |
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4.1
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Form of Subscription Rights Certificate |
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5.1
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Opinion of Manatt, Phelps & Phillips LLP |
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99.1
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Form of Subscription Agreement |
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99.2
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Form of New Account Form |
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99.3
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Form of Instructions for Use of Hanmi Financial Corporation Subscription Rights Certificate |
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99.4
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Form of Notice of Guaranteed Delivery for Subscription Rights Certificates issued by Hanmi
Financial Corporation |
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99.5
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Form of Nominee Holder Certificate |
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99.6
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Form of Letter to Registered Holders of Common Stock |
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99.7
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Form of Letter to Brokers and Other Nominee Holders |
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99.8
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Form of Letter to Clients |