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
November 18, 2011
Date of Report (date of earliest event reported)
HANMI FINANCIAL CORPORATION
(exact names of registrant as specified in its charter)
| Delaware | 000-30421 | 95-4788120 | ||
| (state or other jurisdiction of incorporation or organization) |
Commission File Number |
(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:
| ¨ | 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 8.01. | Other Events. |
On November 18, 2011, Hanmi Financial Corporation (the “Company”) issued a press release announcing the closing of its previously announced underwritten public offering. The Company raised $80.5 million in gross proceeds by issuing 100,625,000 shares of the Company’s common stock, which includes the issuance of an additional 13,125,000 shares of common stock as a result of the underwriter’s exercise of its over-allotment option, at a price to the public of $0.80 per share. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Number |
Description | |
| 99.1 | Press Release, dated November 18, 2011, regarding the closing of the Company’s underwritten public offering. | |
2
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 | ||||||
| November 18, 2011 | By: | /S/ JAY S. YOO | ||||
| Jay S. Yoo President and Chief Executive Officer | ||||||
INDEX TO EXHIBITS
| Number |
Description | |
| 99.1 | Press Release, dated November 18, 2011, regarding the closing of the Company’s underwritten public offering. | |
Exhibit 99.1
Hanmi Financial Corporation Announces Closing of $80.5 Million Underwritten Public Offering of Common
Stock, Including Exercise of Underwriters’ Over-Allotment Option
LOS ANGELES, November 18, 2011 — Hanmi Financial Corporation (Nasdaq: HAFC) (the “Company”), the holding company for Hanmi Bank, today announced the closing of its previously announced underwritten public offering of common stock. FBR Capital Markets & Co. acted as the underwriter for the offering. The Company raised $80.5 million in gross proceeds by issuing 100,625,000 shares of the Company’s common stock, which includes the issuance of an additional 13,125,000 shares of common stock as a result of the underwriter’s exercise of its over-allotment option, at a price to the public of $0.80 per share. Woori Investment & Securities Co., Ltd. purchased 10,000,000 shares of common stock in the offering and holds approximately 4.0% of the Company’s outstanding common stock (taking into account the shares issued in the offering).
The net proceeds to the Company after deducting underwriting discounts and commissions and estimated offering expenses are expected to be approximately $77.2 million. The Company intends to contribute a substantial portion of the net proceeds from the offering to Hanmi Bank as additional capital and to support future organic growth and future acquisition driven growth. The Company intends to retain the remaining net proceeds at the Company level for use as working capital and other general corporate purposes.
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.
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 its business, results of operations and financial condition. The Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason.
Contact: Hanmi Financial Corporation
David Yang
Investor Relations Officer
(213) 637-4798