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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)
Hanmi Financial Corporation
---------------------------
(Name of Issuer)
Common Stock, par value $0.001
------------------------------
(Title of Class of Securities)
410495105
--------------
(CUSIP Number)
Brian E. Cho
Chief Financial Officer
Hanmi Financial Corporation
3660 Wilshire Boulevard, Penthouse A
Los Angeles, California 90010
(213) 382-2200
---------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 4, 2009
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
The remainder of this cover page shall be filled out for reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 410495105
------ -------------------------------------------------------------------------
1 NAME OF REPORTING PERSON Leading Investment & Securities Co., Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
------ -------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (1)
(b) [ ]
------ -------------------------------------------------------------------------
3 SEC USE ONLY
------ -------------------------------------------------------------------------
4 SOURCE OF FUNDS WC
------ -------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
------ -------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Korea
------------------------ ------ ------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER 0
BENEFICIALLY OWNED ------ ------------------------------------------------
BY THE REPORTING 8 SHARED VOTING POWER 5,070,423
PERSON WITH ------ ------------------------------------------------
9 SOLE DISPOSITIVE POWER 0
------ ------------------------------------------------
10 SHARED DISPOSITIVE POWER 5,070,423
------ ------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THE
REPORTING PERSON 5,070,423
------ -------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
------ -------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9%(2)
------ -------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON CO BD
------ -------------------------------------------------------------------------
(1) Leading Investment & Securities Co., Ltd. forms part of a group with each
of Dae Hyuk Park, IWL Partners LLC, Value F2, LLC and Leading Value Fund.
Dae Hyuk Park is the Chief Executive Officer and sole owner of IWL Partners
LLC. IWL Partners LLC is the general partner of Leading Value Fund, which
is the sole owner of Value F2, LLC, which in turn owns approximately 32.7%
of Leading Investment & Securities Co., Ltd. Dae Hyuk Park directly owns
approximately 3.3% of Leading Investment & Securities Co., Ltd. and IWL
Partners LLC directly owns approximately 10.7% of Leading Investment &
Securities Co., Ltd. Dae Hyuk Park
is also a director of each of Leading Value Fund and Value F2, LLC and the
Vice Chairman of Leading Investment & Securities Co., Ltd.
(2) This percentage is calculated based upon the total amount of outstanding
shares of Common Stock beneficially owned by Leading Investment &
Securities Co., Ltd., divided by 51,216,390, which represents the total
number of shares of Common Stock issued and outstanding as of September 4,
2009 after giving effect to the transaction reported herein.
CUSIP NO. 410495105
------ -------------------------------------------------------------------------
1 NAME OF REPORTING PERSON Dae Hyuk Park
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
------ -------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (1)
(b) [ ]
------ -------------------------------------------------------------------------
3 SEC USE ONLY
------ -------------------------------------------------------------------------
4 SOURCE OF FUNDS WC (2)
------ -------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
------ -------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Korea
------------------------ ------ ------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER 0
BENEFICIALLY OWNED ------ ------------------------------------------------
BY THE REPORTING 8 SHARED VOTING POWER 5,070,423
PERSON WITH ------ ------------------------------------------------
9 SOLE DISPOSITIVE POWER 0
------ ------------------------------------------------
10 SHARED DISPOSITIVE POWER 5,070,423
------ ------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THE
REPORTING PERSON 5,070,423
------ -------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
------ -------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9%(3)
------ -------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON IN
------ -------------------------------------------------------------------------
(1) Dae Hyuk Park forms part of a group with each of Leading Investment &
Securities Co., Ltd., IWL Partners LLC, Value F2, LLC and Leading Value
Fund. Dae Hyuk Park is the Chief Executive Officer and sole owner of IWL
Partners LLC. IWL Partners LLC is the general partner of Leading Value
Fund, which is the sole owner of Value F2, LLC, which in turn owns
approximately 32.7% of Leading Investment & Securities Co., Ltd. Dae Hyuk
Park directly owns approximately 3.3% of Leading Investment & Securities
Co., Ltd. and IWL Partners LLC directly owns approximately 10.7% of Leading
Investment & Securities Co., Ltd. Dae Hyuk Park
is also a director of each of Leading Value Fund and Value F2, LLC and the
Vice Chairman of Leading Investment & Securities Co., Ltd.
(2) The source of funds used in making the acquisition is the working capital
of Leading Investment & Securities Co., Ltd.
(3) This percentage is calculated based upon the total amount of outstanding
shares of Common Stock beneficially owned by the Reporting Persons, divided
by 51,216,390, which represents the total number of shares of Common Stock
issued and outstanding as of September 4, 2009 after giving effect to the
transaction reported herein.
CUSIP NO. 410495105
------ -------------------------------------------------------------------------
1 NAME OF REPORTING PERSON IWL Partners LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
------ -------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (1)
(b) [ ]
------ -------------------------------------------------------------------------
3 SEC USE ONLY
------ -------------------------------------------------------------------------
4 SOURCE OF FUNDS WC (2)
------ -------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
------ -------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Korea
------------------------ ------ ------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER 0
BENEFICIALLY OWNED ------ ------------------------------------------------
BY THE REPORTING 8 SHARED VOTING POWER 5,070,423
PERSON WITH ------ ------------------------------------------------
9 SOLE DISPOSITIVE POWER 0
------ ------------------------------------------------
10 SHARED DISPOSITIVE POWER 5,070,423
------ ------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THE
REPORTING PERSON 5,070,423
------ -------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
------ -------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9%(3)
------ -------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON OO
------ -------------------------------------------------------------------------
(1) IWL Partners LLC forms part of a group with each of Leading Investment &
Securities Co., Ltd., Dae Hyuk Park, Value F2, LLC and Leading Value Fund.
Dae Hyuk Park is the Chief Executive Officer and sole owner of IWL Partners
LLC. IWL Partners LLC is the general partner of Leading Value Fund, which
is the sole owner of Value F2, LLC, which in turn owns approximately 32.7%
of Leading Investment & Securities Co., Ltd. Dae Hyuk Park directly owns
approximately 3.3% of Leading Investment & Securities Co., Ltd. and IWL
Partners LLC directly owns approximately 10.7% of Leading Investment &
Securities Co., Ltd. Dae Hyuk Park
is also a director of each of Leading Value Fund and Value F2, LLC and the
Vice Chairman of Leading Investment & Securities Co., Ltd.
(2) The source of funds used in making the acquisition is the working capital
of Leading Investment & Securities Co., Ltd.
(3) This percentage is calculated based upon the total amount of outstanding
shares of Common Stock beneficially owned by the Reporting Persons, divided
by 51,216,390, which represents the total number of shares of Common Stock
issued and outstanding as of September 4, 2009 after giving effect to the
transaction reported herein.
CUSIP NO. 410495105
------ -------------------------------------------------------------------------
1 NAME OF REPORTING PERSON Value F2, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
------ -------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (1)
(b) [ ]
------ -------------------------------------------------------------------------
3 SEC USE ONLY
------ -------------------------------------------------------------------------
4 SOURCE OF FUNDS WC (2)
------ -------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
------ -------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Korea
------------------------ ------ ------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER 0
BENEFICIALLY OWNED ------ ------------------------------------------------
BY THE REPORTING 8 SHARED VOTING POWER 5,070,423
PERSON WITH ------ ------------------------------------------------
9 SOLE DISPOSITIVE POWER 0
------ ------------------------------------------------
10 SHARED DISPOSITIVE POWER 5,070,423
------ ------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THE
REPORTING PERSON 5,070,423
------ -------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
------ -------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9%(3)
------ -------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON OO
------ -------------------------------------------------------------------------
(1) Value F2, LLC forms part of a group with each of Leading Investment &
Securities Co., Ltd., Dae Hyuk Park, IWL Partners LLC and Leading Value
Fund. Dae Hyuk Park is the Chief Executive Officer and sole owner of IWL
Partners LLC. IWL Partners LLC is the general partner of Leading Value
Fund, which is the sole owner of Value F2, LLC, which in turn owns
approximately 32.7% of Leading Investment & Securities Co., Ltd. Dae Hyuk
Park directly owns approximately 3.3% of Leading Investment & Securities
Co., Ltd. and IWL Partners LLC directly owns approximately 10.7% of Leading
Investment & Securities Co., Ltd. Dae Hyuk Park is also a
director of each of Leading Value Fund and Value F2, LLC and the Vice
Chairman of Leading Investment & Securities Co., Ltd.
(2) The source of funds used in making the acquisition is the working capital
of Leading Investment & Securities Co., Ltd.
(3) This percentage is calculated based upon the total amount of outstanding
shares of Common Stock beneficially owned by the Reporting Persons, divided
by 51,216,390, which represents the total number of shares of Common Stock
issued and outstanding as of September 4, 2009 after giving effect to the
transaction reported herein.
CUSIP NO. 410495105
------ -------------------------------------------------------------------------
1 NAME OF REPORTING PERSON Leading Value Fund
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
------ -------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (1)
(b) [ ]
------ -------------------------------------------------------------------------
3 SEC USE ONLY
------ -------------------------------------------------------------------------
4 SOURCE OF FUNDS WC (2)
------ -------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
------ -------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Korea
------------------------ ------ ------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER 0
BENEFICIALLY OWNED ------ ------------------------------------------------
BY THE REPORTING 8 SHARED VOTING POWER 5,070,423
PERSON WITH ------ ------------------------------------------------
9 SOLE DISPOSITIVE POWER 0
------ ------------------------------------------------
10 SHARED DISPOSITIVE POWER 5,070,423
------ ------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THE
REPORTING PERSON 5,070,423
------ -------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
------ -------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9%(3)
------ -------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON OO
------ -------------------------------------------------------------------------
(1) Leading Value Fund forms part of a group with each of Leading Investment &
Securities Co., Ltd., Dae Hyuk Park, IWL Partners LLC and Value F2, LLC.
Dae Hyuk Park is the Chief Executive Officer and sole owner of IWL Partners
LLC. IWL Partners LLC is the general partner of Leading Value Fund, which
is the sole owner of Value F2, LLC, which in turn owns approximately 32.7%
of Leading Investment & Securities Co., Ltd. Dae Hyuk Park directly owns
approximately 3.3% of Leading Investment & Securities Co., Ltd. and IWL
Partners LLC directly owns approximately 10.7% of Leading Investment &
Securities Co., Ltd. Dae Hyuk Park is also a
director of each of Leading Value Fund and Value F2, LLC and the Vice
Chairman of Leading Investment & Securities Co., Ltd.
(2) The source of funds used in making the acquisition is the working capital
of Leading Investment & Securities Co., Ltd.
(3) This percentage is calculated based upon the total amount of outstanding
shares of Common Stock beneficially owned by the Reporting Persons, divided
by 51,216,390, which represents the total number of shares of Common Stock
issued and outstanding as of September 4, 2009 after giving effect to the
transaction reported herein.
Item 1. Security and Issuer
This Schedule 13D relates to shares of common stock, par value $0.001 per share
(the "Common Stock"), of Hanmi Financial Corporation, a Delaware corporation
(the "Issuer"), held by the persons identified herein. The address of the
principal executive office of the Issuer is 3660 Wilshire Boulevard, Penthouse
Suite A, Los Angeles California 90010.
Item 2. Identity and Background
This Schedule 13D is filed jointly by Leading Investment & Securities Co., Ltd.,
a Korean corporation ("Leading Investment"), Dae Hyuk Park, a Korean citizen
("Park"), IWL Partners LLC, a Korean limited liability company ("IWL Partners"),
Value F2, LLC, a Korean limited liability company ("Value F2"), and Leading
Value Fund, a Korean hapja heosa, which is akin to a United States limited
partnership ("Leading Value Fund"; Leading Investment, Park, IWL Partners, Value
F2 and Leading Value Fund are each sometimes referred to herein as "Reporting
Person" and are collectively referred to herein as the "Reporting Persons"). The
Reporting Persons are making this single, joint filing because they may be
deemed to constitute a "group" within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the "Act"), with respect to the
transaction described in Item 3 of this Schedule 13D and thus are eligible to
make a joint filing under Rule 13d-1(k) promulgated under the Act. Attached
hereto as Exhibit 99.1, and incorporated herein by reference, is a Joint Filing
Agreement among Reporting Persons indicating that this statement is filed on
behalf of each of such Reporting Persons.
Leading Investment
Leading Investment is a Korea-based financial service provider, specializing in
providing securities brokerage, mergers and acquisitions and investment banking
services and other financial services to a broad range of clients, including
corporations, institutional investors and individuals. The address of the
principal business office of Leading Investment is W Savings Bank Building, 5th
Floor, 90-7 Nonhyeon-Dong, Gangnam-Gu, Seoul 135-818, Korea.
Park
Park currently serves as Chief Executive Officer of IWL Partners and Vice
Chairman of Leading Investment. He is also a director of Leading Value Fund,
Value F2, Value F1, LLC and W Mutual Savings Bank Co., Ltd. The address of the
principal business office of Park is W Savings Bank Building, 6th Floor, 90-7
Nonhyeon-Dong, Gangnam-Gu, Seoul 135-818, Korea.
IWL Partners
IWL Partners is a limited liability company, which was founded in 2007 with the
objective of investing in distressed assets, providing syndicated capital and
loans, and restructuring the management and corporate structure of private or
public companies in the financial industry. IWL Partners acts as the sole
general and voting partner of Leading Value Fund. The address of the principal
business of IWL Partners is W Savings Bank Building, 6th Floor, 90-7
Nonhyeon-Dong, Gangnam-Gu, Seoul 135-818, Korea.
Value F2
Value F2 is an investment holding company. The address of the principal business
office of Value F2 is W Savings Bank Building, 6th Floor, 90-7 Nonhyeon-Dong,
Gangnam-Gu, Seoul 135-818, Korea.
Leading Value Fund
Leading Value Fund is a private equity fund. The address of the principal
business office of Leading Value Fund is W Savings Bank Building, 6th Floor,
90-7 Nonhyeon-Dong, Gangnam-Gu, Seoul 135-818, Korea.
None of the Reporting Persons has, during the last five (5) years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body
1
of competent jurisdiction resulting in a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, Federal or State securities laws or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration
On September 4, 2009, the Issuer issued 5,070,423 shares of Common Stock to
Leading Investment at a price of $1.37 per share in exchange for a purchase
price of $6.9 million paid by Leading Investment (the "Transaction"), in
accordance with the terms of the Securities Purchase Agreement dated as of June
12, 2009 between the Issuer and Leading Investment, as amended by the First
Amendment to the Securities Purchase Agreement dated as of July 31, 2009 between
the Issuer and Leading Investment (as amended, the "Securities Purchase
Agreement"). The acquisition represents 9.9% of the issued and outstanding
shares of Common Stock of the Issuer after giving effect to such purchase.
In connection with the Transaction, the Issuer and Leading Investment also
entered into a Registration Rights Agreement dated as of June 12, 2009 (the
"Registration Rights Agreement"), pursuant to which the Issuer agreed to grant
Leading Investment certain demand registration rights with respect to the shares
purchased in the Transaction.
Leading Investment provided the necessary funds for the Transaction from
existing working capital.
The summary descriptions contained in this Schedule 13D of the Securities
Purchase Agreement, the First Amendment to the Securities Purchase Agreement and
the Registration Rights Agreement and other related agreements do not purport to
be complete and are qualified in their entirety by reference to the complete
text of such agreements listed in Item 6 and incorporated herein by reference.
Item 4. Purpose of Transaction
Leading Investment engaged in the Transaction (as described in Item 3 above)
solely for investment purposes.
Pursuant to the terms of the Securities Purchase Agreement, it is expected that
Leading Investment will acquire an additional 3,009,189 shares of the Issuer's
Common Stock in exchange for an approximate purchase price of $4.1 million,
subject to the receipt of all necessary regulatory approvals. The additional
acquisition, together with the initial acquisition, will represent up to 14.9%
of the issued and outstanding Common Stock of the Issuer after giving effect to
the sale of such shares.
IWL Partners recently completed a due diligence review of the Issuer and is in
discussions with the Issuer regarding a substantial capital investment. These
discussions remain subject to negotiation of mutually satisfactory definitive
documentation. IWL Partners has the exclusive right to negotiate with the Issuer
until September 30, 2009. IWL Partners would expect such definitive agreements
to include customary terms, including receipt of all required regulatory and
shareholder approvals, as necessary. In connection with the discussions between
IWL Partners and the Issuer, IWL Partners has made proposals that include one or
more actions described in subsections (a) through (j) of Item 4 of Schedule 13D.
The Reporting Persons reserve the right to formulate plans or make proposals,
and take such action with respect thereto, including any or all of the items set
forth in subsections (a) through (j) of Item 4 of Schedule 13D and any other
actions, as they may determine.
Item 5. Interest in Securities of the Issuer
(a), (b) There were 51,216,390 shares of Common Stock issued and outstanding as
of the close of business on September 4, 2009. As of the date hereof, Leading
Investment has beneficial ownership (within the meaning of Rule 13d-3 under the
Exchange Act) and shared power to vote and shared dispositive power over
5,070,423 shares of Common Stock, which represents approximately 9.9% of the
shares of Common Stock deemed to be issued and outstanding as of September 4,
2009, taking into account the total amount of outstanding shares of Common Stock
beneficially owned by Leading Investment, divided by 51,216,390. Beneficial and
percentage ownership by each of the Reporting Persons of Common Stock, and
voting power held by each Reporting Person, reported in this Item 5 is based on
the foregoing and is limited to the number of shares of Common Stock such
Reporting Person may acquire within 60 days of September 4, 2009.
Each of Park, IWL Partners, Value F2 and Leading Value Fund beneficially owns
5,070,423 shares of Common Stock by virtue of its or his relationship with
Leading Investment. Park is the Chief Executive Officer and
2
sole owner of IWL Partners. IWL Partners is the general partner of Leading Value
Fund, which is the sole owner of Value F2, which in turn owns approximately
32.7% of Leading Investment. Park also directly owns approximately 3.3% of
Leading and IWL Partners directly owns approximately 10.7% of Leading
Investment. Park is also a director of each of Leading Value Fund, Value F2 and
the Vice Chairman of Leading Investment. The Reporting Persons share voting
power and dispositive power with respect to the 5,070,423 shares of Common Stock
held by Leading Investment.
(c) Leading Investment has not effected any transaction in the Issuer's
securities in the last 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Park is the Chief Executive Officer and sole owner of IWL Partners. IWL Partners
is the general partner of Leading Value Fund, which is the sole owner of Value
F2, which in turn owns approximately 32.7% of Leading Investment. Park directly
owns approximately 3.3% of Leading Investment and IWL Partners directly owns
approximately 10.7% of Leading Investment. Park is also a director of each of
Leading Value Fund and Value F2 and the Vice Chairman of Leading Investment.
As part of the Transaction, Leading Investment entered into or approved the
following agreements:
(a) Securities Purchase Agreement dated as of June 12, 2009, between the Issuer
and Leading Investment (incorporated by reference from Exhibit 10.1 of the
Issuer's current report on Form 8-K filed on June 15, 2009).
(b) Registration Rights Agreement dated as of June 12, 2009 between the Issuer
and Leading Investment (incorporated by reference from Exhibit 10.2 of the
Issuer's current report on Form 8-K filed on June 15, 2009).
(c) First Amendment to the Securities Purchase Agreement dated as of July 31,
2009 between the Issuer and Leading Investment (incorporated by reference from
Exhibit 10.1 of the Issuer's current report on Form 8-K filed on August 3,
2009).
IWL Partners and the Issuer have entered into a non-binding term sheet relating
to the proposed capital investment by IWL Partners discussed in Item 4 hereof,
which would involve the acquisition of up to $100 million in newly issued Common
Stock, less the amount invested by Leading Investment in the Transaction and the
proposed second acquisition. The non-binding term sheet also contemplates that
IWL Partners would receive mandatory and other customary registration rights.
Pursuant to the term sheet, IWL Partners will also be granted preemptive rights
with respect to convertible debt or preferred stock of the Issuer.
Item 7. Material to be Filed as Exhibits
Exhibit Description
------------ -----------------------------------------------------------------
Exhibit 24.1 Power of Attorney for Leading Investment
Exhibit 24.2 Power of Attorney for Park
Exhibit 24.3 Power of Attorney for IWL Partners
Exhibit 24.4 Power of Attorney for Value F2
Exhibit 24.5 Power of Attorney for Leading Value Fund
Exhibit 99.1 Joint Filing Agreement among the Reporting Persons, dated as of
September 14, 2009.
3
Exhibit 99.2 Securities Purchase Agreement dated as of June 12, 2009,
between the Issuer and Leading Investment (incorporated by
reference from Exhibit 10.1 of the Issuer's current report on
Form 8-K filed on June 15, 2009).
Exhibit 99.3 Registration Rights Agreement dated as of June 12, 2009
between the Issuer and Leading Investment (incorporated by
reference from Exhibit 10.2 of the Issuer's current report on
Form 8-K filed on June 15, 2009).
Exhibit 99.4 First Amendment to the Securities Purchase Agreement dated as of
July 31, 2009 between the Issuer and Leading Investment
(incorporated by reference from Exhibit 10.1 of the Issuer's
current report on Form 8-K filed on August 3, 2009).
Exhibit 99.5 Amended and Restated Term Sheet dated as of September 14, 2009
among the Issuer, Leading Investment and IWL Partners.
4
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete, and
correct.
LEADING INVESTMENT & SECURITIES CO., LTD.
Date: September 14, 2009 /s/ Cheul Park
-------------------------------------------
Cheul Park
Chairman and Chief Executive Officer
Date: September 14, 2009 /s/ Dae Hyuk Park
-------------------------------------------
Dae Hyuk Park
IWL PARTNERS LLC
Date: September 14, 2009 /s/ Dae Hyuk Park
-------------------------------------------
Dae Hyuk Park
Vice Chairman and Chief Executive Officer
VALUE F2, LLC
Date: September 14, 2009 /s/ Dae Hyuk Park
-------------------------------------------
Dae Hyuk Park
Representative Director
LEADING VALUE FUND
by IWL Partners LLC in its capacity as the
General Partner
Date: September 14, 2009 /s/ Dae Hyuk Park
-------------------------------------------
Dae Hyuk Park
Vice Chairman and Chief Executive Officer
of IWL Partners LLC
INDEX TO EXHIBITS
Exhibit Description
------------ -----------------------------------------------------------------
Exhibit 24.1 Power of Attorney for Leading Investment
Exhibit 24.2 Power of Attorney for Park
Exhibit 24.3 Power of Attorney for IWL Partners
Exhibit 24.4 Power of Attorney for Value F2
Exhibit 24.5 Power of Attorney for Leading Value Fund
Exhibit 99.1 Joint Filing Agreement among the Reporting Persons, dated as of
September 14, 2009.
Exhibit 99.2 Securities Purchase Agreement dated as of June 12, 2009,
between the Issuer and Leading Investment (incorporated by
reference from Exhibit 10.1 of the Issuer's current report on
Form 8-K filed on June 15, 2009).
Exhibit 99.3 Registration Rights Agreement dated as of June 12, 2009
between the Issuer and Leading Investment (incorporated by
reference from Exhibit 10.2 of the Issuer's current report on
Form 8-K filed on June 15, 2009).
Exhibit 99.4 First Amendment to the Securities Purchase Agreement dated as of
July 31, 2009 between the Issuer and Leading Investment
(incorporated by reference from Exhibit 10.1 of the Issuer's
current report on Form 8-K filed on August 3, 2009).
Exhibit 99.5 Amended and Restated Term Sheet dated as of September 14, 2009
among the Issuer, Leading Investment and IWL Partners.