AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 3, 2000
REGISTRATION NO. 333-32770
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HANMI FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 6712 95-4788120
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of Industrial Identification No.)
incorporation or organization) Classification Code Number)
3660 WILSHIRE BOULEVARD
SUITE PH-A
LOS ANGELES, CA 90010
(213) 382-2200
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
YONG KU CHOE
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
SUITE PH-A
3660 WILSHIRE BOULEVARD
LOS ANGELES, CA 90010
(213) 382-2200
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
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COPY TO:
MARK A. BONENFANT, ESQ.
BUCHALTER, NEMER, FIELDS & YOUNGER
A PROFESSIONAL CORPORATION
601 SOUTH FIGUEROA STREET, SUITE 2400
LOS ANGELES, CALIFORNIA 90017-5704
(213) 891-0700
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Approximate Date of Commencement of Proposed Sale to the Public: As Soon as
Practicable after the Effective Date of this Registration Statement.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration number of the earlier effective
registration statement for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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EXPLANATORY NOTE
This Amendment No. 2 to the Registration Statement on Form S-4 (333-32770)
is being filed with the Securities and Exchange Commission solely to file
Exhibits 5.1 and 8.1.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Amended and Restated Certificate of Incorporation of Hanmi Financial
eliminates the liability of Hanmi Financial's directors for monetary damages
arising from a breach of their fiduciary duties to Hanmi Financial and its
shareholders, to the extent permitted by the Delaware General Corporation Law.
Such limitation of liability does not affect the availability of equitable
remedies such as injunctive relief or rescission.
Hanmi Financial's Amended and Restated Certificate of Incorporation provides
that Hanmi Financial shall indemnify its directors and officers to the fullest
extent permitted by applicable law. The Bylaws of Hanmi Financial require Hanmi
Financial to indemnify its directors and officers such provisions require Hanmi
Financial, among other things, (i) to indemnify its officers and directors
against certain liabilities that may arise by reason of their status or service
as directors or officers provided such persons acted in good faith and in a
manner reasonably believed to be in the best interests of Hanmi Financial and,
with respect to any criminal action, had no cause to believe their conduct was
unlawful; (`ii) to advance the expenses actually and reasonably incurred by its
officers and directors as a result of any proceeding against them as to which
they could be indemnified; and (iii) to obtain directors' and officers'
insurance if available on reasonable terms. There is no action or proceeding
pending or, to the knowledge of Hanmi Financial, threatened which may result in
a claim for indemnification by any director, officer, employee or agent of Hanmi
Financial.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits.
EXHIBIT NO. EXHIBIT DESCRIPTION
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*2 Plan of Reorganization and Merger Agreement between Hanmi
Financial Corporation ("Registrant"), Hanmi Bank, and
Hanmi Merger Co., Inc. (Annex A of Proxy
Statement/Prospectus)
*3 (i) Amended and Restated Certificate of Incorporation of the
Registrant
*3 (ii) Amended and Restated Bylaws of the Registrant
5.1 Opinion of regarding legality of securities being registered
8.1 Opinion regarding the federal income tax consequences
*10.1 Employment Agreement with Chung Hoon Youk
*10.2 Hanmi Financial Corporation Year 2000 Stock Option Plan and
Form of Agreement
*16 Letter regarding change in certifying accountant
*21 Subsidiaries of the Registrant
23.1 Consent of Counsel (included in Exhibits 5.1 and 8.1)
*23.2 Consent of Deloitte & Touche LLP
*23.3 Consent, Kim & Lee Corporation
*24 Power of Attorney (reference is made to the signature page)
*27 Financial Data Schedule
*99 Form of Proxy
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* Previously Filed
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(b) Financial Statement Schedules
All schedules are omitted because the required information is not applicable
or is included in the Financial Statements of Hanmi Bank and the related notes.
(c) Not Applicable.
ITEM 22. UNDERTAKINGS
(a) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(b) The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Los Angeles, State of
California, May 3, 2000.
HANMI FINANCIAL CORPORATION
By: /s/ CHUNG HOON YOUK
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Chung Hoon Youk
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated as of May 3, 2000.
/s/ CHUNG HOON YOUK /s/ YONG KU CHOE
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Chung Hoon Youk Yong Ku Choe
President and Chief Executive Officer Senior Vice President and Chief
(principal executive officer) Financial Officer
(principal financial and accounting officer)
/s/ EUNG KYUN AHN* /s/ RICHARD B. C. LEE*
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Eung Kyun Ahn Richard B. C. Lee
/s/ I JOON AHN* /s/ STUART S. AHN*
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I Joon Ahn Stuart S. Ahn
/s/ GEORGE S. CHEY* /s/ CHANG KYU PARK*
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George S. Chey Chang Kyu Park
/s/ KI TAE HONG* /s/ JOSEPH K. RHO*
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Ki Tae Hong Joseph K. Rho
/s/ JOON H. LEE* /s/ WON R. YOON*
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Joon H. Lee Won R. Yoon
/s/ YONG KU CHOE
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Yong Ku Choe
*By: Attorney-in-fact
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