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) March 27, 2014
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
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:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| [ ] | 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.
(d) On March 26, 2014, the boards of directors of Hanmi Financial Corporation, a Delaware corporation (the "Company") and its wholly-owned subsidiary, Hanmi Bank, increased the sizes of the boards of directors from seven directors to nine directors each by appointing David L. Rosenblum and Chulse (William) Park (the "New Directors") to serve on their respective boards of directors, effective April 1, 2014.
Mr. Rosenblum, aged 61, served as a management consultant with Deloitte Consulting LLP for nearly 34 years. He has extensive experience advising on all aspects of financial function, finance organization structure, financial systems and operations. Mr. Rosenblum currently serves as President of the Southern California Chapter of the National Association of Corporate Directors. He qualifies as a financial expert and is a member of the audit committees of Wesleyan University, the Library Foundation of Los Angeles and The California Club. Mr. Rosenblum received his B.A. in Economics from Wesleyan University and an M.B.A. from the Wharton School at the University of Pennsylvania.
Mr. Park, aged 56, has been the Chairman and CEO of PMAC Lending Services, Inc., a full service mortgage bank, since September 2010. Under Mr. Park's leadership, PMAC has grown to become one of the largest wholesale originators of residential mortgages in the U.S. Prior to PMAC, Mr. Park was involved with successful business ventures in a variety of industries including hospitality, real estate, accounting and community banking. He has been a Certified Public Accountant for over 10 years, specializing in audit review and business consulting. Mr. Park received his B.S. in Accounting from California State University, Northridge.
The New Directors will each receive compensation as non-employee directors in accordance with the Company's non-employee director compensation practices.
There are no arrangements or understandings between either of the New Directors and any other persons pursuant to which he was selected as a director. There are no family relationships between either of the New Directors and any director, executive officer or any person nominated or chosen by the Company to become a director or executive officer. No information is required to be disclosed with respect to either of the New Directors pursuant to Item 404(a) of Regulation S-K.
The full text of the press release announcing the appointment of the New Directors is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
99.1
Hanmi Financial Corporation press release dated March 27, 2014.
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) |
||
| March 27, 2014
(Date) |
/s/ C. G. KUM
C. G. Kum President and Chief Executive Officer |
EXHIBIT INDEX
| Exhibit No. | Description |
| 99.1 | Hanmi Financial Corporation press release dated March 27, 2014. |
EXHIBIT 99.1
LOS ANGELES, March 27, 2014 (GLOBE NEWSWIRE) -- Hanmi Financial Corporation (Nasdaq:HAFC) ("Hanmi"), the holding company for Hanmi Bank, today announced that its Board of Directors appointed David L. Rosenblum and Chulse (William) Park to its Board of Directors, effective April 1, 2014.
"Both Mr. Rosenblum and Mr. Park bring additional skills to our board that will be highly valuable in the coming years, as we execute our plans to expand and grow," said Joseph K. Rho, Chairman of the Board. "Mr. Rosenblum's experience in M&A and integration will be extremely valuable as we work to complete the pending acquisition of Central Bancorp, Inc. Mr. Park's deep roots in the local community and his understanding of the regional real estate and national mortgage markets will help us expand in these critical areas."
After 34 years of service, Mr. Rosenblum recently retired as Senior Principal with Deloitte Consulting LLP, a $5 billion management consulting practice providing world class strategic planning and financial management services to firms nationwide. He currently serves on the audit committees of Wesleyan University, the Library Foundation of Los Angeles, and The California Club, and is President of the Southern California Chapter of the National Association of Corporate Directors. Mr. Rosenblum earned his M.B.A. in Finance from the Wharton School at the University of Pennsylvania and his B.A. in Economics from Wesleyan University, where he graduated magna cum laude and was elected Phi Beta Kappa.
Mr. Park is a successful entrepreneur with more than 20 years of experience in mortgage banking, real estate, hospitality, golf course operations and certified public accounting. He is the Chairman and CEO of PMAC Lending Services, which funded over $3 billion in loans in 2013 and was the 12th largest wholesale lender in the U.S. in 2012. In addition, he founded First Family Home (previously Century 21), one of the most successful real estate firms serving the Hispanic community in Southern California, and was the managing partner of William Park CPA. He is also the owner of the Indian Palms Country Club. Mr. Park has been highly active in the Korean American banking community for many years. Mr. Park earned his B.S. in Accounting from California State University at Northridge.
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 loan production offices in Texas and 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 stockholder value.
Forward-Looking Statements
This press release 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. All statements other than statements of historical fact are "forward–looking statements" for purposes of federal and state securities laws, including, but not limited to, statements about anticipated future operating and financial performance, financial position and liquidity, business strategies, regulatory and competitive outlook, investment and expenditure plans, capital and financing needs and availability, plans and objectives of management for future operations, developments regarding our capital plans, strategic alternatives for a possible business combination, merger or sale transaction, including our acquisition of Central Bancorp, Inc., and other similar forecasts and statements of expectation and statements of assumption underlying any of the foregoing. 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: failure to maintain adequate levels of capital and liquidity to support our operations; the effect of 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 of Hanmi Bank to make distributions to Hanmi Financial, which is restricted by certain factors, including Hanmi Bank's retained earnings, net income, prior distributions made, and certain other financial tests; ability to identify a suitable strategic partner or to consummate a strategic transaction; ability of the parties to obtain required regulatory approvals and satisfy other closing conditions with respect to our acquisition of Central Bancorp, Inc.;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 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 ("SEC"), including, in Item 1A of our Form 10-K for the year ended December 31, 2012, our quarterly reports on Form 10-Q, and current and periodic reports that we will file with the SEC 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.
CONTACT: Hanmi Financial Corporation
Mark Yoon, CFA CPA CVA
EVP & CFO
213-427-5636
Investor Relations Contact:
The Cereghino Group
206-388-5788
www.stockvalues.com