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) April 11, 2007
HANMI FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware
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000-30421
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95-4788120 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 3660 Wilshire Boulevard, Penthouse Suite A, Los Angeles, California |
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90010 |
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| (Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code (213) 382-2200
NA
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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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 Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On April 11, 2007, the Board of Directors of Hanmi Financial Corporation (the “Company”) nominated
Dr. Sung Won Sohn, Dr. Won R. Yoon, Mr. Mark K. Mason, and Mr. Ki Tae Hong as Class II directors
for election at the Company’s forthcoming 2007 Annual Meeting of Stockholders (the “2007 Annual
Meeting”). Mr. M. Christian Mitchell was not nominated for another term as a director. In
response to the nomination decisions, Directors Kraig A. Kupiec and William J. Ruh each
communicated to the Company their resignation from the Company’s Board of Directors as of April 12,
2007. On April 17, 2007, each of Mr. Kupiec and Ruh furnished the Company with resignation
letters, copies of which are attached hereto as Exhibits 17.1 and 17.2, respectively. Mr. Kupiec
served on the Company’s Audit Committee and Nominating and Corporate Governance Committee, and Mr.
Ruh served on the Company’s Compensation Committee and Planning Committee.
In early 2006, Mr. Ruh became the Chairman of the Board and Chief Executive Officer of First
Chicago Bancorp in Chicago, IL and Mr. Mitchell became a director of First Chicago Bancorp. On June
21, 2006, the Company adopted a revision to its Corporate Governance Guidelines prohibiting
directors of Hanmi Financial Corporation from serving as directors on any other depository
institution (“Interlock Policy”). The Interlock Policy included a clause, which provided that
exemptions may be granted by the Company’s Board of Directors. Mr. Kupiec, Mr. Mitchell and Mr.
Ruh cast dissenting votes on the adoption of the Interlock Policy. Mr. Mitchell and Mr. Ruh each
requested exemptions to the Interlock Policy, which were not granted by the Board of Directors.
The Interlock Policy was the basis for the exclusion of Mr. Mitchell from the 2007 slate of
nominees by the Board of Directors.
The Company has confirmed Mr. Mitchell’s intention to serve as a director until his term ends
at the 2007 Annual Meeting. Both Dr. Sohn and Dr. Yoon are incumbent directors of the Company.
Mr. Hong has served as a director of Hanmi Bank since 1983.
On
April 13, 2007, the Board of Directors appointed
Mr. Mark K. Mason to serve as a Class III
director of the Company. Mr. Mason was moved from the class of nominees for election at the 2007
Annual Meeting to the class of directors that will be up for election at the 2008 Annual Meeting as
a result of the resignation of Mr. Ruh and in accordance with the Company’s Bylaws which require
that the directors be divided into three equal classes, to the extent possible. Mr. Mason, 46,
currently is a consultant to the financial industry. He previously served as President, Chief
Executive Officer and Vice-Chairman of the Board of Bank Plus Corporation and President, Chief
Executive Officer and Chairman of the Board of Bank Plus’ subsidiary, Fidelity Federal Bank.
Mr. Mason will serve on the Company’s Audit, Compensation and Planning Committees. A press
release dated April 17, 2007, regarding Mr. Mason’s appointment is attached hereto as Exhibit 99.1
and incorporated herein by reference.
In connection with the departure of Mr. Ruh from the Company’s Board of
Directors, on April 17, 2007, the Company entered into a Put Option Agreement with Mr. Ruh and Mr.
John M. Eggemeyer (the “Warrant Holders”) to provide that the Company will, at the request of the
Warrant Holders, between the period of May 6, 2007 and June 15, 2007, repurchase Common Stock
Purchase Warrants (each, a “Warrant”) held by the Warrant Holders at a purchase price equal to the
product of (i) the average of the closing price per share of the Company’s common stock as reported
on the Nasdaq Global Select Market over the five (5) trading days prior to the date of notice of
exercise of the right to have the Warrant repurchased, and (ii) the number of shares of Company
common stock which can be purchased upon exercise of the Warrant, minus the aggregate exercise
price of the Warrant if the Warrant were exercised in full. If the Warrant Holders do not
exercise their right to have the Warrants repurchased by the Company between May 6, 2007 and June
15, 2007, all rights and obligations under the Warrant shall remain in full force and effect under
the original terms of the Warrant. The Warrant Holders currently hold Warrants to purchase 250,724
shares of the Company’s common stock at a purchase price of $9.50 per share of common stock. The
Warrants were originally issued to affiliates of Castle Creek Financial, LLC for services rendered
in connection with the placement of the Company’s equity securities.
Item 9.01. Financial Statements and Exhibits.
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17.1
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Letter of Resignation from Mr. Kraig A. Kupiec, dated April 17, 2007 |
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17.2
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Letter of Resignation from Mr. William J. Ruh, dated April 17, 2007 |
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99.1
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Press Release dated April 17, 2007, issued by Hanmi Financial Corporation |