-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IhjJrbuXxIGSwKhUT2Dkrg9TAb8HzvpH3cWKQPCaB15TAZ99TBYHZTOry8U8DJXC CZ20+FLAwFt9BYMW9pf9WQ== 0001104659-05-015911.txt : 20050411 0001104659-05-015911.hdr.sgml : 20050411 20050411150609 ACCESSION NUMBER: 0001104659-05-015911 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050330 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050411 DATE AS OF CHANGE: 20050411 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NARA BANCORP INC CENTRAL INDEX KEY: 0001128361 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 954170121 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-50245 FILM NUMBER: 05743866 BUSINESS ADDRESS: STREET 1: 3701 WILSHIRE BLVD STREET 2: SUITE 220 CITY: LOS ANGELES STATE: CA ZIP: 90010 BUSINESS PHONE: 2136391700 MAIL ADDRESS: STREET 1: 3701 WILSHIRE BLVD STREET 2: SUITE 220 CITY: LOS ANGELES STATE: CA ZIP: 90010 8-K/A 1 a05-6552_18ka.htm 8-K/A

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

 

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 30, 2005

 

Nara Bancorp, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

000-50245

 

95-4170121

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

3701 Wilshire Blvd., Suite 220, Los Angeles, CA

 

90010

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code (213) 639-1700

 

 

(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 Principal Officers; Election of Directors; Appointment of Principal Officers

 

(a)                                  As previously reported, on March 30, 2005, the Chairman of the Board of Directors of Nara Bancorp, Inc. received a letter dated March 25, 2005 from Mr. Benjamin Hong in which he resigned from the Board of Directors and committees of Nara Bancorp, Inc. (the “Company”).

 

Mr. Hong has delivered a letter dated April 7, 2005 (the “Letter”) addressed to the Board Members of Nara Bancorp, Inc. and delivered to certain of the Board members.  In the Letter, Mr. Hong has provided his thoughts and evaluation of the Company’s actions announced on March 30, 2005.  While Mr. Hong’s letter refers to March 20, 2005, the Company disclosed the decisions of the Subcommittee of the Audit Committee and the Board of Directors relating the restatement of the Company’s financial statements for the fiscal year ended December 31, 2002 and certain personnel actions on March 30, 2005.   The Letter is attached as Exhibit 99.1 hereto.

 

 

Item 9.01   Financial Statements and Exhibits

 

Exhibit 99.1 – Letter dated April 7, 2005 from Mr. Benjamin Hong to the Board of Directors of Nara Bancorp, Inc.

 

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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.

 

 

Nara Bancorp, Inc.

 

 

 

 

Date:  April 11, 2005

 

/s/ Christine Yoon Oh

 

 

Christine Yoon Oh

 

Acting Chief Financial Officer

 

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EX-99.1 2 a05-6552_1ex99d1.htm EX-99.1

EXHIBIT 99.1

 

April 7, 2005

 

 

Dear Board members of Nara Bancorp:

 

I would like to provide you with my thoughts and evaluation of the bancorp’s announcement on March 20, 2005.  I regret that I am writing this letter after your announcement was made, because I have not had the benefit of knowing the outcome of the investigation of the outside counsel, nor have I had a chance to defend my position regarding the allegation related to Thomas Chung’s letter dated October 10, 2002.

 

First, I believe the restatement of the year 2002 annual financial results is not warranted, nor justified.  You are aware of the fact that neither the $600,000, nor any portion of that amount has ever been paid to me.  It is almost certain now that the bank will not pay any portion of it in the future.  Why is the restatement necessary at this time?

 

Second, Thomas Chung’s letter specified that the payment of any portion of the $600,000 would be for the reimbursement of my future business expenses up to $60,000 per year for my anticipated services as a board member in M&A and investor related activities.  These anticipated activities would benefit the bank’s future performances and would be justifiable business expenses to be paid out of the bank’s future earnings.  All the bank’s board members approved this idea, before Thomas Chung signed the letter.

 

Third, John Park and Yonghwan Kim served as members of the special audit committee on this case.  They approved Thomas Chung’s letter in 2002.  I believe they both have a conflict of interest here and should have resigned from the committee as Thomas Chung did.

 

Fourth, Thomas Chung’s letter was never intended to be confidential nor was it kept as a secret from the Board members.  Since the nature of the letter was that of a mutual understanding between the board members and myself, I asked Tim Chang, CFO and Ho Yang, my successor, at the time of my retirement, to discuss the letter with the board members and inform me what would be a reasonable and acceptable arrangement for the bank.  If I knew then what I know now, I would have been willing to release the bank from its obligations to me.  The board has not given me any chance to do so.

 

I believe the actions that the board members have taken so far lacks business judgment and has created much confusion among shareholders.  In my opinion, this is not the way to serve for the best interest of shareholders.

 

Sincerely,

 

 

Benjamin Hong

 

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