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): July 14, 2017

CATHAY GENERAL BANCORP

(Exact name of registrant as specified in its charter)

Delaware	001-31830	95-4274680
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

777 North Broadway, Los Angeles, California	90012
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (213) 625-4700

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))

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 3.02 Unregistered Sale of Equity Securities.

On July 14, 2017, Cathay General Bancorp (“Cathay”) issued 926,192 shares of its common stock (the “Stock Consideration”) to Bank SinoPac Co. Ltd. (“Bank SinoPac”) as part of the consideration in connection with its acquisition of SinoPac Bancorp, the U.S. subsidiary of Bank SinoPac and the parent company of Far East National Bank (“FENB”) (the “Acquisition”), pursuant to the Stock Purchase Agreement between Cathay and Bank SinoPac, dated July 8, 2016 (the “Stock Purchase Agreement”), as described in Item 8.01 below.

The issuance of the Stock Consideration to Bank SinoPac, an accredited investor, in connection with the Acquisition was not registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder. The disclosures regarding the Stock Purchase Agreement and the transactions contemplated thereby, including the Acquisition and the issuance of the Stock Consideration, under Item 8.01 below are incorporated in this Item 3.02 by reference.

Item 8.01 Other Events.

On July 14, 2017, Cathay completed its previously-announced acquisition of SinoPac Bancorp, the U.S. subsidiary of Bank SinoPac and the parent company of FENB, pursuant to the Stock Purchase Agreement.

Under the terms of the Stock Purchase Agreement, the total consideration was approximately $351.6 million, plus additional post closing payments based on the realization of certain assets of FENB. Cathay issued 926,192 shares of its common stock at the closing as consideration and the remainder of the consideration is payable in cash. $100 million of the consideration was deferred and will be released within one year based on the timing of the subsequent merger of FENB and Cathay Bank, a wholly-owned subsidiary of Cathay, and 10% of the consideration was held back and will be released over a period of three years.

A copy of the press release announcing the completion of the Acquisition is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release of Cathay General Bancorp, dated July 14, 2017

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.

	CATHAY GENERAL BANCORP
Date: July 14, 2017
	By:	/s/ Heng W. Chen
		Heng W. Chen Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Number	Exhibit
99.1	Press Release of Cathay General Bancorp, dated July 14, 2017

EX-99.1

Cathay General Bancorp Completes SinoPac Bancorp Acquisition

LOS ANGELES, July 14, 2017 /PRNewswire/ -- Cathay General Bancorp (NASDAQ: CATY), the holding company for Cathay Bank, announced today that it completed its previously-announced acquisition of SinoPac Bancorp, the U.S. subsidiary of Bank SinoPac Co. Ltd. and the parent company of Far East National Bank ("FENB"), pursuant to the Stock Purchase Agreement between Cathay General Bancorp and Bank SinoPac Co. Ltd., dated July 8, 2016. FENB currently operates nine branches in California, and a representative office in Beijing.

Under the terms of the Stock Purchase Agreement, the total consideration was approximately $351.6 million plus additional post closing payments based on the realization of certain assets of FENB. Cathay General Bancorp has issued 926,192 shares of its common stock as consideration and the remainder of the consideration is payable in cash. $100 million of the consideration was deferred and will be released within one year based on the timing of the subsequent merger of FENB and Cathay Bank and 10% of the consideration was held back and will be released over a period of three years.

ABOUT CATHAY GENERAL BANCORP

Cathay General Bancorp is the holding company for Cathay Bank, a California state-chartered bank, and SinoPac Bancorp and its wholly owned subsidiary Far East National Bank, a U.S. federally chartered bank.

Founded in 1962, Cathay Bank offers a wide range of financial services. Cathay Bank currently operates 34 branches in California, 12 branches in New York State, three in the Chicago, Illinois area, three in Washington State, two in Texas, one in Maryland, one in Massachusetts, one in Nevada, one in New Jersey, one in Hong Kong, and a representative office in Taipei and in Shanghai. Cathay Bank's website is found at www.cathaybank.com.

Founded in 1974, Far East National Bank offers a wide range of financial services. Far East National Bank operates nine branches in California, and a representative office in Beijing. Far East National Bank's website is found at www.fareastnationalbank.com.

FORWARD-LOOKING STATEMENTS

Statements made in this press release, other than statements of historical fact, are forward-looking statements within the meaning of the applicable provisions of the Private Securities Litigation Reform Act of 1995 regarding management's beliefs, projections, and assumptions concerning future results and events. Forward-looking statements are based on estimates, beliefs, projections, and assumptions of management and are not guarantees of future performance. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. Some of these risks are described in the Cathay General Bancorp's Annual Report on Form 10-K for the year ended December 31, 2016 (Item 1A in particular), other reports filed with the Securities and Exchange Commission ("SEC"), and other filings Cathay General Bancorp makes with the SEC from time to time. Cathay General Bancorp has no intention and undertakes no obligation to update any forward-looking statement or to publicly announce any revision of any forward-looking statement to reflect future developments or events, except as required by law.

CONTACT: Heng W. Chen, (626) 279-3652