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)) |
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” and together with the Rights Offering hereinafter
collectively referred to as, the “Offerings”), on June 11, 2010 the Company filed with the
U.S. Securities and Exchange Commission (the “SEC”) a prospectus supplement, dated June 11,
2010, and related base prospectus, dated November 30, 2009 (collectively, the
“Prospectus”), which base prospectus was previously filed with the SEC on November 11, 2009
as part of a Registration Statement on Form S-3 (Registration No. 333-163206) that was declared
effective on November 30, 2009. The Prospectus used by the Company in connection with the
Offerings updates the risk factors contained in the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2009 and filed with the SEC on March 15, 2010. A copy of the updated
risk factors is filed herewith as Exhibit 99.1 and incorporated herein by reference.
Offers and sales of securities in the Offerings are only being made pursuant to the Prospectus. The Prospectus contains important information about the Offerings and investors and
stockholders are urged to read the Prospectus carefully. Copies of the Prospectus may be obtained
by contacting Hanmi Financial Corp., Attn: Investor Relations, David J. Yang 213-637-4798.
Cautionary Statements
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 contains 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 attached as an Exhibit to this Current Report on Form
8-K and current and periodic reports filed with the U.S. Securities and Exchange Commission
hereafter, 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.