As filed with the Securities and Exchange Commission on August __, 2000
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________________________________________
HANMI FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 95-4788120
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3660 WILSHIRE BOULEVARD, SUITE PH-A, LOS ANGELES, CALIFORNIA 90010
(Address of Registrant's Principal Executive Offices) (Zip Code)
__________________________________________
THE HANMI FINANCIAL CORPORATION
YEAR 2000 STOCK BONUS PLAN
(FULL TITLE OF THE PLANS)
YONG KU CHOE
SENIOR VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER
HANMI FINANCIAL CORPORATION
3660 Wilshire Boulevard, Suite PH-A
Los Angeles, California 90010
(213) 382-2200
(Name, address and telephone number of agent for service)
__________________________________________
With a copy to:
MARK A. BONENFANT, ESQ.
BUCHALTER, NEMER, FIELDS & YOUNGER,
A PROFESSIONAL CORPORATION
601 South Figueroa Street, Suite 2400
Los Angeles, California 90017
(213) 891-0700
CALCULATION OF REGISTRATION FEE
==================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED (1) PER UNIT (2) OFFERING PRICE REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par value
per share 22,000 shares $13.75 $302,500 $80.00
==================================================================================================================================
(1) In addition, pursuant to Rule 416(a) under the Securities Act of 1933,
as amended, this registration statement also covers any additional
securities to be offered or issued in connection with a stock split,
stock dividend or similar transaction.
(2) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c).
PART II-INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed or to be filed by the
Registrant with the Securities and Exchange Commission (the "Commission")
are incorporated by reference herein:
(a) The Registrant's prospectus filed pursuant to Rule 424(b) on
May 10, 2000;
(b) The Registrant's Quarterly Report on Form 10-Q as filed with the
Commission for the quarter ended March 31, 2000; and
(e) The description of the Common Stock of the Registrant contained in
the Company's Registration Statement on Form 8-A, filed by the Registrant on
April 21, 2000 pursuant to Section 12(g) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), including any amendment or report
filed for the purpose of updating such description.
All other documents filed by the Registrant subsequent to the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the respective dates of filing of such documents. Any statement
contained herein or in a document, all or a portion of which is incorporated or
deemed to be incorporated by reference herein, shall be deemed to be modified or
superceded for purposes of this Registration Statement to the extent that a
statement contained in any subsequently filed documents which also is or is
deemed to be incorporated by reference herein modifies or supercedes such
statement. Any such statement so modified or superceded shall not be deemed,
except as so modified or superceded, to constitute a part of this Registration
Statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the Common Stock offered hereby will be passed upon for the
Registrant by Buchalter, Nemer, Fields & Younger, a Professional corporation,
Los Angeles, California.
ITEM 8. EXHIBITS.
Exhibit
Number Description of Exhibit
- ------- ----------------------
5.1 - Opinion of Buchalter, Nemer, Fields & Younger, a Professional Corporation
23.1 - Consent of Deloitte & Touche LLP, Independent Auditors
23.2 - Consent of Kim & Lee Corporation, Independent Auditors
23.3 - Consent of Buchalter, Nemer, Fields & Younger, a Professional Corporation
(included in its opinion filed as Exhibit 5.1)
99.1 - Hanmi Financial Corporation Year 2000 Stock Bonus Plan
2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Los Angeles, State of California, August 20, 2000.
HANMI FINANCIAL CORPORATION
By: /s/ CHUNG HOON YOUK
------------------------------------
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 August 20, 2000.
/s/ Chung Hoon Youk /s/ Yong Ku Choe
- ------------------------------------ ---------------------------------------------------
Chung Hoon Youk Yong Ku Choe
President and Chief Executive Officer Senior Vice President and Chief Financial Officer
(principal executive officer) (principal financial and accounting officer)
/s/ Eung Kyun Ahn /s/ Richard B. C. Lee
- ------------------------------------ ---------------------------------------------------
Eung Kyun Ahn Richard B. C. Lee
/s/ I Joon Ahn /s/ Stuart S. Ahn
- ------------------------------------ ---------------------------------------------------
I Joon Ahn Stuart S. Ahn
/s/ George S. Chey /s/ Chang Kyu Park
- ------------------------------------ ---------------------------------------------------
George S. Chey Chang Kyu Park
/s/ Ki Tae Hong /s/ Joseph K. Rho
- ------------------------------------ ---------------------------------------------------
Ki Tae Hong Joseph K. Rho
/s/ Joon H. Lee /s/ Won R. Yoon
- ------------------------------------ ---------------------------------------------------
Joon H. Lee Won R. Yoon
3
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------- ----------------------
5.1 - Opinion of Buchalter, Nemer, Fields & Younger, a Professional Corporation
23.1 - Consent of Deloitte & Touche LLP, Independent Auditors
23.2 - Consent of Kim & Lee Corporation, Independent Auditors
23.3 - Consent of Buchalter, Nemer, Fields & Younger, a Professional Corporation
(included in its opinion filed as Exhibit 5.1)
99.1 - Hanmi Financial Corporation Year 2000 Stock Bonus Plan
4