-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ReHHiTqc90GSBWm6t7qmBauksqAVSP8Rk0XvfS05rnR9UVu+rpnH0nBGeT4FvuQ6 DBdpir8aiQJljVvvoOOeoQ== /in/edgar/work/20000823/0000912057-00-038813/0000912057-00-038813.txt : 20000922 0000912057-00-038813.hdr.sgml : 20000922 ACCESSION NUMBER: 0000912057-00-038813 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20000823 EFFECTIVENESS DATE: 20000823 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HANMI FINANCIAL CORP CENTRAL INDEX KEY: 0001109242 STANDARD INDUSTRIAL CLASSIFICATION: [6770 ] IRS NUMBER: 954788120 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-44320 FILM NUMBER: 708275 BUSINESS ADDRESS: STREET 1: 3660 WILSHIRE BLVD SUITE PH-A CITY: LOS ANGELES STATE: CA ZIP: 90010 BUSINESS PHONE: 2133822200 S-8 1 s-8.txt FORM S-8 As filed with the Securities and Exchange Commission on August __, 2000 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________________________________________________ HANMI FINANCIAL CORPORATION (Exact name of Registrant as specified in its charter) DELAWARE 95-4788120 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 3660 WILSHIRE BOULEVARD, SUITE PH-A, LOS ANGELES, CALIFORNIA 90010 (Address of Registrant's Principal Executive Offices) (Zip Code) __________________________________________ THE HANMI FINANCIAL CORPORATION YEAR 2000 STOCK BONUS PLAN (FULL TITLE OF THE PLANS) YONG KU CHOE SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER HANMI FINANCIAL CORPORATION 3660 Wilshire Boulevard, Suite PH-A Los Angeles, California 90010 (213) 382-2200 (Name, address and telephone number of agent for service) __________________________________________ With a copy to: MARK A. BONENFANT, ESQ. BUCHALTER, NEMER, FIELDS & YOUNGER, A PROFESSIONAL CORPORATION 601 South Figueroa Street, Suite 2400 Los Angeles, California 90017 (213) 891-0700 CALCULATION OF REGISTRATION FEE
================================================================================================================================== PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF TO BE REGISTERED REGISTERED (1) PER UNIT (2) OFFERING PRICE REGISTRATION FEE - ---------------------------------------------------------------------------------------------------------------------------------- Common Stock, $0.001 par value per share 22,000 shares $13.75 $302,500 $80.00 ==================================================================================================================================
(1) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement also covers any additional securities to be offered or issued in connection with a stock split, stock dividend or similar transaction. (2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c). PART II-INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents heretofore filed or to be filed by the Registrant with the Securities and Exchange Commission (the "Commission") are incorporated by reference herein: (a) The Registrant's prospectus filed pursuant to Rule 424(b) on May 10, 2000; (b) The Registrant's Quarterly Report on Form 10-Q as filed with the Commission for the quarter ended March 31, 2000; and (e) The description of the Common Stock of the Registrant contained in the Company's Registration Statement on Form 8-A, filed by the Registrant on April 21, 2000 pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including any amendment or report filed for the purpose of updating such description. All other documents filed by the Registrant subsequent to the date of this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the respective dates of filing of such documents. Any statement contained herein or in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superceded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed documents which also is or is deemed to be incorporated by reference herein modifies or supercedes such statement. Any such statement so modified or superceded shall not be deemed, except as so modified or superceded, to constitute a part of this Registration Statement. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The validity of the Common Stock offered hereby will be passed upon for the Registrant by Buchalter, Nemer, Fields & Younger, a Professional corporation, Los Angeles, California. ITEM 8. EXHIBITS.
Exhibit Number Description of Exhibit - ------- ---------------------- 5.1 - Opinion of Buchalter, Nemer, Fields & Younger, a Professional Corporation 23.1 - Consent of Deloitte & Touche LLP, Independent Auditors 23.2 - Consent of Kim & Lee Corporation, Independent Auditors 23.3 - Consent of Buchalter, Nemer, Fields & Younger, a Professional Corporation (included in its opinion filed as Exhibit 5.1) 99.1 - Hanmi Financial Corporation Year 2000 Stock Bonus Plan
2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, August 20, 2000. HANMI FINANCIAL CORPORATION By: /s/ CHUNG HOON YOUK ------------------------------------ Chung Hoon Youk President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of August 20, 2000. /s/ Chung Hoon Youk /s/ Yong Ku Choe - ------------------------------------ --------------------------------------------------- Chung Hoon Youk Yong Ku Choe President and Chief Executive Officer Senior Vice President and Chief Financial Officer (principal executive officer) (principal financial and accounting officer) /s/ Eung Kyun Ahn /s/ Richard B. C. Lee - ------------------------------------ --------------------------------------------------- Eung Kyun Ahn Richard B. C. Lee /s/ I Joon Ahn /s/ Stuart S. Ahn - ------------------------------------ --------------------------------------------------- I Joon Ahn Stuart S. Ahn /s/ George S. Chey /s/ Chang Kyu Park - ------------------------------------ --------------------------------------------------- George S. Chey Chang Kyu Park /s/ Ki Tae Hong /s/ Joseph K. Rho - ------------------------------------ --------------------------------------------------- Ki Tae Hong Joseph K. Rho /s/ Joon H. Lee /s/ Won R. Yoon - ------------------------------------ --------------------------------------------------- Joon H. Lee Won R. Yoon
3 EXHIBIT INDEX
Exhibit Number Description of Exhibit - ------- ---------------------- 5.1 - Opinion of Buchalter, Nemer, Fields & Younger, a Professional Corporation 23.1 - Consent of Deloitte & Touche LLP, Independent Auditors 23.2 - Consent of Kim & Lee Corporation, Independent Auditors 23.3 - Consent of Buchalter, Nemer, Fields & Younger, a Professional Corporation (included in its opinion filed as Exhibit 5.1) 99.1 - Hanmi Financial Corporation Year 2000 Stock Bonus Plan
4 EX-5.1 2 ex-5_1.txt EXHIBIT 5.1 EXHIBIT 5.1 File Number: F1088-0017 Direct Dial Number: (213) 891-5020 E-Mail Address: MBonenfant@buchalter.com August 20, 2000 Securities and Exchange Commission Division of Corporate Finance 450 Fifth Street, N.W. Washington, D.C. 20549 Attn: Office of Applications and Reports Services Re: Hanmi Financial Corporation Registration Statement on Form S-8 Gentlemen: We have acted as counsel to Hanmi Financial Corporation, a Delaware corporation (the "Company"), in connection with the registration of 22,000 shares of common stock, $.001 par value per share (the "Shares") with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, (the "1933 Act"), pursuant to a registration statement on Form S-8 (the "Registration Statement"). The Shares will be issued in accordance with the Company's Year 2000 Stock Bonus Plan (the "Plan"). This opinion is being delivered in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K under the 1933 Act. In our capacity as counsel to the Company, we have reviewed such documents and made such inquiries as we have reasonably deemed necessary to enable us to render the opinion expressed below. In all such reviews, we have made certain customary assumptions such as the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the lack of any undisclosed modifications, waivers, or amendments to any documents reviewed by us and the conformity to authentic original documents of all documents submitted to us as conformed or photostatic copies. For purposes of rendering this opinion, we have investigated such questions of law as we have deemed necessary. On the basis of the foregoing, and in reliance thereon and subject to the assumptions, qualifications, exceptions and limitations expressed herein, we are of the opinion that when the Shares are issued in accordance with the terms of the Plan, the Shares will be duly authorized, legally issued, fully paid and non-assessable. This opinion is limited to the present laws of the State of California and of the United States of America, and the corporate law of the State of Delaware. This opinion is solely for your information in connection with the offer and sale of the Shares by the Company, and is not, without the prior written consent of this firm, to be quoted in full or in part or otherwise referred to in any documents nor to be filed with any governmental agency or other persons, other than with the Commission and various state securities administrators in connection with the qualification of the Shares, to which reference and filings we hereby consent. Very truly yours, BUCHALTER, NEMER, FIELDS & YOUNGER EX-23.1 3 ex-23_1.txt EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF DELOITTE & TOUCHE, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) of Hanmi Financial Corporation on Form S-8, our report dated February 18, 2000 appearing in the Annual Report of Hanmi Bank for the year ended December 31, 1999 and in the Hanmi Financial Corporation Registration Statement on Form S-4 (333-32770). Deloitte & Touche LLP Los Angeles, California August __, 2000 EX-23.2 4 ex-23_2.txt EXHIBIT 23.2 EXHIBIT 23.2 CONSENT OF KIM & LEE, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) of Hanmi Financial Corporation, pertaining to the Hanmi Financial Corporation Year 2000 Stock Option Plan, of our report dated February 25, 2000 with respect to the consolidated financial statements of Hanmi Financial Corporation incorporated by reference in its Registration Statement on Form S-4 (333-32770), and the related financial statement schedule included therein, filed with the Securities and Exchange Commission. Kim & Lee LLP Los Angeles, California August __, 2000 EX-99.1 5 ex-99_1.txt EXHIBIT 99.1 EXHIBIT 99.1 THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. HANMI FINANCIAL CORPORATION YEAR 2000 STOCK BONUS PLAN DESCRIPTION OF THE PLAN GENERAL The Year 2000 Stock Bonus Plan was adopted by the Hanmi Financial Corporation (the "Hanmi Financial") Board of Directors (the "Plan"). The Plan is not qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code") and is not subject to any provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). PURPOSE The purpose of the Plan is to attract and retain the best available personnel, to provide additional incentive to the employees and directors of the Hanmi Financial and its subsidiaries, to promote the success of Hanmi Financial's business and to enable the employees to share in the growth and prosperity of Hanmi Financial by providing them with an opportunity to own stock in Hanmi Financial. SHARES RESERVED There are 22,000 shares of Common Stock, par value $0.001 ("Common Stock") reserved for issuance under the Plan. Shares of Common Stock are made available from the authorized but unissued shares of Common Stock or from shares of Common Stock which have been reacquired by the Hanmi Financial. ADMINISTRATION The Plan is administered by the Board of Directors. The Board has full and final authority to select the recipients of shares under the Plan. ELIGIBILITY Shares may be granted to any person who is an employee of Hanmi Financial or any subsidiary (which would include Hanmi Bank). FEDERAL INCOME TAX CONSEQUENCES The following discussion is only a summary of the principal federal income tax consequences of the receipt of the shares of Common Stock to be granted under the Plan, and is based on existing federal law (including administration, regulations and rulings) which is subject to change, in some cases retroactively. This discussion is also qualified by the particular circumstances of individual recipients, which may substantially alter or modify the federal income tax consequences herein discussed. Each employee should consult his or her tax advisor with respect to the specific tax consequences of his or her participation in the Plan. Gross income of an individual includes amounts representing compensation for services rendered by the individual. Treasury Regulation ("Reg.") Section 1.61-2(a)(1) explicitly lists bonuses as part of the foregoing inclusion. The fact that the bonus is received in the form of shares does not matter for these purposes because the compensation is taxable and is included in gross income whether it is paid in cash or in property. Reg. Section 1.61-2(d)(1). If a corporation transfers its own stock as compensation for services, the fair market value of the stock at the time of the transfer is included in the recipient's gross income. Reg. Section 1.61-2(d)(4). Such income will generally be taxed at the ordinary income tax rates. Currently, there are five such tax rates, 15%, 28%, 31%, 36%, and 39.6%. Unless specifically exempt, all compensation derived from employment is subject to withholding. Internal Revenue Code Section 3401(a). The designation by which the compensation for services is labeled is immaterial. Thus, bonuses are specifically subject to withholding under Reg. Section 31.3401(a)-1(a)(2). The medium and manner in which compensation is paid is also immaterial, and it therefore makes no difference that the compensation is paid in a form other than cash (i.e., as a stock bonus). Reg. Section 31.3401(a)-1(a)(4). Consequently, Hamni Financial will withhold the tax from the stock bonuses granted under the Plan in accordance with the tax statutes, taking into consideration applicable withholding exemptions and allowances of each individual recipient of the stock bonuses. RESTRICTION ON RESALE Officers may be deemed to be "affiliates" as that term is defined under the Securities Act of 1933, as amended (the "Act"). Common Stock acquired under the Plan by an affiliate may only be reoffered or resold under an effective registration statement, under Rule 144 or under another exemption from the registration requirements of the Act. AVAILABLE INFORMATION Hanmi Financial undertakes to provide, without charge, to each person to whom a copy of this Summary is delivered, upon written or oral request, a copy of any information that has 2 been or may be incorporated by reference into Hanmi Financial's Registration Statement on Form S-8 and those documents are expressly incorporated by reference into this Summary. Requests for such copies should be directed to Chief Financial Officer, Hanmi Financial Corporation, 3660 Wilshire Boulevard, Suite PH-A, Los Angeles, California 90010. Dated: _______________, 2000 3 -----END PRIVACY-ENHANCED MESSAGE-----