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): February 2, 2016
HANMI FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
| DELAWARE | 000-30421 | 95-4788120 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 3660 Wilshire Boulevard, PH-A, Los Angeles, California 90010 |
| (Address of Principal Executive Offices) (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: | ||
| [ ] | 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) Election of Directors
On February 3, 2016, Hanmi Financial Corporation (the “Company”), a Delaware corporation and its wholly-owned subsidiary, Hanmi Bank (the “Bank”), announced that the Boards of Directors of the Company and Bank had appointed Mr. Harry Chung and Mr. Michael Yang to the Board of Directors of Company and Bank (the “Boards”), effective February 2, 2016.
Mr. Chung, 46, brings nearly 25 years of experience in capital markets and financial services. He currently serves as the Chief Financial Officer of Breakwater Investment Management, a private investment firm based in Los Angeles, California specializing in direct debt and equity investments in leading lower middle market growth companies. Prior to his current role, Mr. Chung served as the Chief Financial Officer of Imperial Capital, a full-service investment bank offering comprehensive services to institutional investors and middle market companies. Before this, Mr. Chung held numerous leadership positions at Jefferies and Company, Inc., a global investment bank. Mr. Chung earned his B.S. in accounting from the University of Illinois in Champaign-Urbana.
Mr. Yang, 54, has more than 30 years of experience as a successful entrepreneur and corporate executive. He is currently the Founder and CEO of MSY LLC, a private investment company with holdings in real estate and equites. Prior to this, Mr. Yang was Co-founder and CEO of three technology start-ups which were sold to larger enterprises at significant premiums, including mySimon, Inc. which was acquired by CNET. Mr. Yang began his career at Xerox Corporation and Samsung Electronics, Co. Ltd., where he held positions of increasing responsibility in engineering, marketing and corporate development. Mr. Yang earned his B.S. in electrical engineering at the University of California, Berkeley, his M.S. in computer science at Columbia University and his MBA from the Haas School of Business, University of California, Berkeley.
Upon their appointment to the Board, Mr. Chung and Mr. Yang became entitled to the Company’s customary non-employee director compensation. Mr. Chung was appointed to the Audit Committee and Mr. Yang was appointed to the Nominating and Governance Committee of the Company Board.
There are no arrangements or understandings between Mr. Chung or Mr. Yang and any other persons pursuant to which either was selected as a director. There are no family relationships between either Mr. Chung or Mr. Yang 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 Mr. Chung or Mr. Yang pursuant to Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| 99.1 | Press release issued by Hanmi Financial Corporation dated February 3, 2016. |
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 | ||
| Date: February 3, 2016 | By: | /s/ C. G. Kum |
| Name: C. G. Kum | ||
| Title: President and Chief Executive Officer | ||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press release, dated February 03, 2016.* |
* Deemed “furnished” and not “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
EXHIBIT 99.1
Hanmi Financial Corp. Announces Appointment of Harry Chung and Michael Yang to Its Board of Directors
LOS ANGELES, Feb. 03, 2016 (GLOBE NEWSWIRE) -- Hanmi Financial Corporation (NASDAQ:HAFC) (“Hanmi”), the holding company for Hanmi Bank (the “Bank”), today announced that Harry Chung and Michael Yang were appointed to its Board of Directors, effective February 2, 2016.
“I am delighted to welcome Harry Chung and Michael Yang to our Board of Directors,” said Hanmi’s Chairman, Joseph K. Rho. “Harry’s extensive industry experience in financial services coupled with Michael’s background as a successful entrepreneur and business leader will provide valuable insight to Hanmi. On behalf of my fellow Board members, we look forward to working with both Harry and Michael by leveraging their knowledge to help Hanmi achieve the next level of growth and profitability.”
Mr. Chung brings nearly 25 years of experience in capital markets and financial services. He currently serves as the Chief Financial Officer of Breakwater Investment Management, a private investment firm based in Los Angeles, California specializing in direct debt and equity investments in leading lower middle market growth companies. Prior to his current role, Mr. Chung served as the Chief Financial Officer of Imperial Capital, a full-service investment bank offering comprehensive services to institutional investors and middle market companies. Before this, Mr. Chung held numerous leadership positions at Jefferies and Company, Inc., a global investment bank. Mr. Chung earned his B.S. in accounting from the University of Illinois in Champaign-Urbana.
Mr. Yang has more than 30 years of experience as a successful entrepreneur and corporate executive. He is currently the Founder and CEO of MSY LLC, a private investment company with holdings in real estate and equites. Prior to this, Mr. Yang was Co-founder and CEO of three technology start-ups, which were sold to larger enterprises at significant premiums, including mySimon, Inc. which was acquired by CNET. Mr. Yang began his career at Xerox Corporation and Samsung Electronics, Co. Ltd., where he held positions of increasing responsibility in engineering, marketing and corporate development. Mr. Yang earned his B.S. in electrical engineering at the University of California, Berkeley, his M.S. in computer science at Columbia University and his MBA from the Haas School of Business, University of California, Berkeley.
About Hanmi Financial Corporation
Headquartered in Los Angeles, California, Hanmi Financial Corporation owns Hanmi Bank, which serves multi-ethnic communities through its network of 42 full-service branches and 6 loan production offices in California, Texas, Illinois, Virginia, New Jersey, New York, Colorado, Washington and Georgia. Hanmi Bank specializes in real estate, commercial, SBA and trade finance lending to small and middle market businesses. Additional information is available at www.hanmi.com.
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, 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; adequacy of our allowance for loan losses; credit quality and the effect of credit quality on our provision for loan 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, including, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2014, our Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K that we will file 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:
Ron Santarosa
SEVP & Chief Financial Officer
213-427-5636
Lasse Glassen
Investor Relations
Addo Communications
310-829-5400