8-K

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

Date of Report (Date of earliest event reported) April 11, 2007

HANMI FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	000-30421	95-4788120
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
3660 Wilshire Boulevard, Penthouse Suite A, Los Angeles, California		90010
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (213) 382-2200

NA

(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 (see General Instruction A.2. below):

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))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 11, 2007, the Board of Directors of Hanmi Financial Corporation (the “Company”) nominated Dr. Sung Won Sohn, Dr. Won R. Yoon, Mr. Mark K. Mason, and Mr. Ki Tae Hong as Class II directors for election at the Company’s forthcoming 2007 Annual Meeting of Stockholders (the “2007 Annual Meeting”). Mr. M. Christian Mitchell was not nominated for another term as a director. In response to the nomination decisions, Directors Kraig A. Kupiec and William J. Ruh each communicated to the Company their resignation from the Company’s Board of Directors as of April 12, 2007. On April 17, 2007, each of Mr. Kupiec and Ruh furnished the Company with resignation letters, copies of which are attached hereto as Exhibits 17.1 and 17.2, respectively. Mr. Kupiec served on the Company’s Audit Committee and Nominating and Corporate Governance Committee, and Mr. Ruh served on the Company’s Compensation Committee and Planning Committee.

     In early 2006, Mr. Ruh became the Chairman of the Board and Chief Executive Officer of First Chicago Bancorp in Chicago, IL and Mr. Mitchell became a director of First Chicago Bancorp. On June 21, 2006, the Company adopted a revision to its Corporate Governance Guidelines prohibiting directors of Hanmi Financial Corporation from serving as directors on any other depository institution (“Interlock Policy”). The Interlock Policy included a clause, which provided that exemptions may be granted by the Company’s Board of Directors. Mr. Kupiec, Mr. Mitchell and Mr. Ruh cast dissenting votes on the adoption of the Interlock Policy. Mr. Mitchell and Mr. Ruh each requested exemptions to the Interlock Policy, which were not granted by the Board of Directors. The Interlock Policy was the basis for the exclusion of Mr. Mitchell from the 2007 slate of nominees by the Board of Directors.

     The Company has confirmed Mr. Mitchell’s intention to serve as a director until his term ends at the 2007 Annual Meeting. Both Dr. Sohn and Dr. Yoon are incumbent directors of the Company. Mr. Hong has served as a director of Hanmi Bank since 1983.

     On April 13, 2007, the Board of Directors appointed Mr. Mark K. Mason to serve as a Class III director of the Company. Mr. Mason was moved from the class of nominees for election at the 2007 Annual Meeting to the class of directors that will be up for election at the 2008 Annual Meeting as a result of the resignation of Mr. Ruh and in accordance with the Company’s Bylaws which require that the directors be divided into three equal classes, to the extent possible. Mr. Mason, 46, currently is a consultant to the financial industry. He previously served as President, Chief Executive Officer and Vice-Chairman of the Board of Bank Plus Corporation and President, Chief Executive Officer and Chairman of the Board of Bank Plus’ subsidiary, Fidelity Federal Bank. Mr. Mason will serve on the Company’s Audit, Compensation and Planning Committees. A press release dated April 17, 2007, regarding Mr. Mason’s appointment is attached hereto as Exhibit 99.1 and incorporated herein by reference.

     In connection with the departure of Mr. Ruh from the Company’s Board of Directors, on April 17, 2007, the Company entered into a Put Option Agreement with Mr. Ruh and Mr. John M. Eggemeyer (the “Warrant Holders”) to provide that the Company will, at the request of the Warrant Holders, between the period of May 6, 2007 and June 15, 2007, repurchase Common Stock Purchase Warrants (each, a “Warrant”) held by the Warrant Holders at a purchase price equal to the product of (i) the average of the closing price per share of the Company’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 Company 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. If the Warrant Holders do not exercise their right to have the Warrants repurchased by the Company between May 6, 2007 and June 15, 2007, all rights and obligations under the Warrant shall remain in full force and effect under the original terms of the Warrant. The Warrant Holders currently hold Warrants to purchase 250,724 shares of the Company’s common stock at a purchase price of $9.50 per share of common stock. The Warrants were originally issued to affiliates of Castle Creek Financial, LLC for services rendered in connection with the placement of the Company’s equity securities.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

17.1	Letter of Resignation from Mr. Kraig A. Kupiec, dated April 17, 2007
17.2	Letter of Resignation from Mr. William J. Ruh, dated April 17, 2007
99.1	Press Release dated April 17, 2007, issued by Hanmi Financial Corporation

SIGNATURES

     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
Date: April 17, 2007	By:	/s/ Sung Won Sohn
		Dr. Sung Won Sohn
		President & Chief Executive Officer

EX-17.1

Exhibit 17.1

April 17, 2007

Mr. Richard Lee
Chairman of the Board
Hanmi Financial Corporation
3660 Wilshire Blvd., Penthouse Suite A
Los Angeles, CA 90010

Dr. Sung Won Sohn
Chief Executive Officer
Hanmi Financial Corporation
3660 Wilshire Blvd., Penthouse Suite A
Los Angeles, CA 90010

Mr. Lee and Dr. Sohn:

The letter provides to you formal notification of my resignation from the Board of Directors of Hanmi Financial Corporation and Hanmi Bank, its wholly owned subsidiary. This resignation is effective April 12, 2007.

It has been an honor to serve the shareholders of this organization for the past few years as a Director and in my various capacities within the Audit, Compliance, Investment & Asset Liability Management and, Nominating & Corporate Governance Committees.

Pursuant to corporate governance concerns, I am no longer confident I can fulfill my fiduciary obligations as a Board member of Hanmi Financial Corporation.

Sincerely,

/s/ Kraig A. Kupiec

Kraig A. Kupiec

EX-17.2

Exhibit 17.2

William J. Ruh
P.O. Box 91
Rancho Santa Fe, CA 92067

Tuesday, April 17, 2007

Mr. Richard Lee
Chairman of the Board
Hanmi Financial Corporation
3660 Wilshire Boulevard, Penthouse Suite A
Los Angeles, CA 90010

Dear Mr. Lee:

Given my passion and active involvement in Hanmi’s success over the past three years, please accept this letter confirming my formal resignation, effective as of Thursday, April 12, 2007, from the Board of Directors of Hanmi Financial Corporation.

Pursuant to the process of selecting of suitable board candidates for the slate of Class II Director Nominees, I am no longer confident that I can fulfill my fiduciary obligations as a board member of Hanmi’s Financial Corporation.

It has been an honor to serve Hanmi’s shareholders, and it is my continued desire that Hanmi remain the preeminent institution serving the banking needs of the Korean-American community.

Yours truly,

/s/ William J. Ruh

William J. Ruh

EX-99.1

Exhibit 99.1

Hanmi Financial Corp. Appoints
Mark K. Mason to the Board of Directors

LOS ANGELES — April 17, 2007 — Hanmi Financial Corporation (Nasdaq: HAFC), the holding company of Hanmi Bank, announced that Mark K. Mason has joined its Board of Directors. His appointment was effective April 13, 2007.

Since 2002, Mr. Mason has provided financial and operational consulting to financial institutions and mortgage originators. Prior to that Mr. Mason was chairman, president and chief executive officer of Fidelity Federal Bank, a subsidiary of Bank Plus Corporation in Los Angeles, where he had previously been executive vice president and chief financial officer. Mr. Mason was instrumental in stabilizing the bank’s operations and negotiating its sale in 2001 at more than twice its tangible book value. Mr. Mason is a Certified Public Accountant in California. His professional experience includes a total of seven years with Deloitte & Touche, most recently as a senior manager in the Los Angeles office in charge of consulting, accounting and auditing services to clients in the financial services industries.

“I am pleased to welcome Mark to the Board,” said Richard B. C. Lee, Chairman. “He brings to Hanmi a wealth of experience in addressing the myriad challenges faced by a variety of financial institutions, as well as a keen understanding of the Southern California marketplace. His background in accounting, plus his hands-on experience in a variety of areas — including taxation, information systems, financial reporting, strategic planning, and asset-liability management — will be of great benefit to Hanmi as we pursue our goal of becoming a pre-eminent regional bank serving an increasingly multi-ethnic marketplace. He joins a Board that is committed to furthering the interests of Hanmi, its customers, and its shareholders.”

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 23 full-service offices in Los Angeles, Orange, San Francisco, Santa Clara and San Diego counties, and eight loan production offices in California, Colorado, Georgia, Illinois, Texas, Virginia and Washington. 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.hanmifinancial.com.

Contact:
Stephanie Yoon
Investor Relations
213-351-9227

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