UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 29, 2007
Hanmi Financial Corporation
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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000-30421
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95-4788120 |
(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
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3660 Wilshire Boulevard
Los Angeles California
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90010 |
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(Zip Code) |
Registrant’s telephone number, including area code: (213) 382-2200
Not applicable
(Former name of former address, if changed since last report)
Check the appreciate 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 (see General
Instruction A.2. below):
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
As previously disclosed, Hanmi Financial Corporation (the “Company”) entered into a Put Option
Agreement with Mr. William Ruh and Mr. John M. Eggemeyer (the “Warrant Holders”) which provided
that the Company would, at the request of the Warrant Holders, between the period of May 6, 2007
and June 15, 2007, repurchase common stock purchase warrants to purchase up to an aggregate of
250,724 shares of the Company’s common stock (the “First Group of Warrants”) held by the Warrant
Holders at a purchase price equal to the product of (i) the average of the closing price per share
of Hanmi Financial’s common stock as reported on the Nasdaq Global Select Market over the five (5) trading days prior to the date of notice of exercise of the right to have the warrant repurchased,
and (ii) the number of shares of Hanmi Financial common stock which can be purchased upon exercise
of the warrant, minus the aggregate exercise price of the warrant if the warrant were exercised in
full. On April 17, 2007, the Company also entered into a Put Option Agreement with certain other
parties who were affiliates of Castle Creek Financial, LLC who were issued warrants for services
rendered in connection with the placement of the Company’s equity securities, which provided that
the Company would repurchase common stock purchase warrants to purchase up to an aggregate of
73,778 shares of the Company’s common stock (the “Second Group of Warrants “ and with the First
Group of Warrants, the “Warrants”) on the same terms and conditions as the Warrant Holders.
Accordingly, the Company will repurchase the Warrants at an aggregate cash purchase price of
$2,551,883.72 and such Warrants will then be canceled. Following the repurchase of the Warrants as
described herein, warrants to purchase 4,000 shares of the Company’s common stock will be outstanding.
On May 29, 2007, Mr. Kurt M. Wegleitner, Executive Vice President and Chief Credit Officer (“CCO”)
of Hanmi Bank (the “Bank”), a wholly owned subsidiary of the Company, informed the Bank that he
will be resigning effective June 12, 2007. Haekyong (Jane) Kim, the Bank’s Senior Vice President
and Deputy CCO since June 2006, will assume the duties of the CCO until a new CCO is appointed.
A copy of the press release dated June 5, 2007 regarding the resignation is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
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| Item 9.01. |
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Financial Statements and Exhibits |
Exhibit 99.1 — Press release dated June 5, 2007, issued by Hanmi Financial Corporation