0000950123-11-059234.txt : 20110615 0000950123-11-059234.hdr.sgml : 20110615 20110615165125 ACCESSION NUMBER: 0000950123-11-059234 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110615 ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110615 DATE AS OF CHANGE: 20110615 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HANMI FINANCIAL CORP CENTRAL INDEX KEY: 0001109242 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 954788120 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30421 FILM NUMBER: 11913379 BUSINESS ADDRESS: STREET 1: 3660 WILSHIRE BLVD SUITE PH-A CITY: LOS ANGELES STATE: CA ZIP: 90010 BUSINESS PHONE: 2133822200 8-K 1 v59759e8vk.htm FORM 8-K e8vk
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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 15, 2011
Date of Report (date of earliest event reported)
 
HANMI FINANCIAL CORPORATION
(exact names of registrant as specified in its charter)
 
         
Delaware
(state or other jurisdiction of
incorporation or organization)
  Commission File Number
000-30421
  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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


TABLE OF CONTENTS

Item 1.02. Termination of a Material Definitive Agreement
Item 8.01. Other Events
Item 9.01. Financial Statements and Exhibits
SIGNATURE
INDEX TO EXHIBITS
EX-99.1


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Item 1.02.   Termination of a Material Definitive Agreement.
     On June 15, 2011, Hanmi Financial Corporation (the “Company”) and Woori Finance Holdings Co. Ltd. (“Woori”) terminated that certain Securities Purchase Agreement dated May 25, 2010, as previously amended, by mutual agreement. The Securities Purchase Agreement contemplated a potential private placement of the Company’s common stock to Woori subject to certain terms and conditions.
Item 8.01.   Other Events.
     On June 15, 2011, the Company and Woori entered into a non-binding Memorandum of Business Alliance (the “Memorandum”). The Memorandum sets forth certain proposed mutually beneficial and non-exclusive business alliance programs between the parties. Such programs include: mutual efforts to expand the parties’ international trade finance businesses; mutual efforts to create a correspondent banking relationship for international remittances; exploring ways to provide services to each other’s VIP customers; providing mutual support and assistance in benchmarking studies related to best practices; cooperation and communication in connection with personnel training; sharing of industry and economic information, and information regarding potential capital investments in the Company (when legally permitted); and potential business activities between the companies’ respective subsidiaries.
     On June 15, 2011, the Company issued a press release regarding the termination of the Securities Purchase Agreement with Woori and entry into the Memorandum, which is filed herewith as Exhibit 99.1.
     As discussed therein, the press release filed as Exhibit 99.1 to this Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and, as such, may involve known and unknown risks, uncertainties and assumptions. These forward-looking statements relate to the Company’s current expectations and are subject to the limitations and qualifications set forth in the press release as well as in the Company’s other documents filed with the U.S. Securities and Exchange Commission, including, without limitation, that actual events and/or results may differ materially from those projected in such forward-looking statements.
Item 9.01.   Financial Statements and Exhibits.
(d) Exhibits.
         
Number   Description
  99.1    
Press release dated June 15, 2011

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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  HANMI FINANCIAL CORPORATION
(Registrant)
 
 
June 15, 2011 By:   /s/ Jay S. Yoo    
    Jay S. Yoo   
    President and Chief Executive Officer   
 

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INDEX TO EXHIBITS
         
Number   Description
  99.1    
Press release dated June 15, 2011

4

EX-99.1 2 v59759exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1
HANMI FINANCIAL CORPORATION
CONTACT INFORMATION:

David Yang — (213) 637-4798
www.hanmibank.com
Hanmi Financial Corporation Announces Memorandum of Business Alliance with Woori Finance
Holdings Co. Ltd. (“Woori”) and Termination of the Securities Purchase Agreement with Woori
LOS ANGELES, June 15, 2011 (GLOBE NEWSWIRE) — Hanmi Financial Corporation (Nasdaq: HAFC), the parent company of its wholly-owned subsidiary Hanmi Bank, today announced that it has entered into a Memorandum of Business Alliance with Woori, which sets forth proposed business alliance programs between the parties. Pursuant to the memorandum, such programs may include:
    mutual efforts to expand the parties’ international trade finance businesses
 
    mutual efforts to create a correspondent banking relationship for international remittances
 
    exploring ways to provide services to each other’s VIP customers
 
    providing mutual support and assistance in benchmarking studies related to best practices
 
    cooperation and communication in connection with personnel training
 
    sharing of industry and economic information, and information regarding potential capital investments in Hanmi (when legally permitted)
 
    potential business activities between the companies’ respective subsidiaries
Hanmi President and CEO J.S. Yoo stated, “We are quite pleased that we will be able to engage in a collaborative relationship with Woori. The business alliance between Hanmi and Woori, which is one of Korea’s largest financial institutions, should benefit both parties in our mutual efforts to expand our ongoing business relationship. It should also help us to build value for our shareholders through access to Woori’s substantial resources.”
Hanmi also announced today that the Securities Purchase Agreement, dated May 25, 2010, as amended, between the Company and Woori has been terminated by mutual agreement of the parties. Under the Securities Purchase Agreement, Woori had agreed to purchase a majority stake in Hanmi, subject to regulatory approvals.
About Hanmi Financial Corporation
Headquartered in Los Angeles, Hanmi Bank, a wholly-owned subsidiary of Hanmi Financial Corporation, provides services to the multi-ethnic communities of California, with 27 full-service offices in Los Angeles, Orange, San Bernardino, San Francisco, Santa Clara and San Diego counties, and a loan production office in Washington State. Hanmi Bank specializes in commercial, SBA and trade finance lending, and is a recognized community leader. Hanmi Bank’s mission is to provide a full range of quality products and premier services to its customers and to maximize shareholder value. Additional information is available at www.hanmi.com.
Forward-Looking Statements
This news release contains forward-looking statements for which the company claims the protection of the safe harbor contained in the Private Securities and Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties. A number of factors, many of which are beyond the Company’s ability to control or predict, could cause future results to differ materially from those contemplated by such forward-looking statements. The Company’s Annual Report on Form 10-K and other SEC filings discuss the most significant risk factors that may affect our business, results of operations and financial condition. The Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason.