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Section 1: 8-K (FORM 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): March 28, 2018  

HANMI FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Charter)

Delaware000-3042195-4788120
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification Number)

 

3660 Wilshire Boulevard, PH-A, Los Angeles, California 90010
(Address of Principal Executive Offices) (Zip Code)

(213) 382-2200
(Registrant's telephone number, including area code)

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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)        Election of Directors

On March 28, 2018, Hanmi Financial Corporation (the “Company”), a Delaware corporation and its wholly-owned subsidiary, Hanmi Bank (the “Bank”), announced that the Boards of Directors of the Company and Bank had appointed Mr. Kiho Choi to the Board of Directors of Company and Bank (the “Boards”), effective April 2, 2018.

Mr. Choi is currently the managing partner and a founding partner of CKP, LLP.  CKP, LLP is the largest Korean-American full-service accounting firm in the United States, providing services to private companies and U.S. subsidiaries of Korean companies.  Mr. Choi has more than 30 years of assurance and business advisory experience and specializes in serving middle-market companies in banking, health care, manufacturing, and wholesale distribution.  Mr. Choi has extensive financial and internal audit experience, as well as consulting experience, with a number of Korean and Korean American community banks.

Mr. Choi was previously a member of the Board of Directors of Hope Bancorp, Inc. and Bank of Hope (formally known as BBCN Bancorp, Inc. and BBCN Bank, respectively).  He is currently an independent director of the Board of Directors of Netlist, Inc., a NASDAQ listed IT related company located in Irvine California and is the Chairman of Netlist, Inc.’s Audit Committee.

Mr. Choi is also active in the broader Korean-American community in Southern California and has served as President and Director of the Korean American CPA Society of Southern California, President of Sejong Society, and an independent member of Advisory Committee of Korea Trade-Investment Promotion Agency of Los Angeles.

Upon his appointment to the Board, Mr. Choi became entitled to the Company’s customary non-employee director compensation.  Mr. Choi was appointed to the Audit Committee of the Company Board, as well as the Loan and Credit Policy Committee and Asset Liability Committee of the Bank.

There are no arrangements or understandings between Mr. Choi and any other persons pursuant to which he was selected as a director.  There are no family relationships between Mr. Choi and any director, executive officer or any person nominated or chosen by the Company to become a director or executive officer.  No information is required to be disclosed with respect to Mr. Choi pursuant to Item 404(a) of Regulation S-K.

A copy of the Company’s press release announcing Mr. Choi’s appointment is included as Exhibit 99.1 to this report and incorporated herein.

Item 9.01. Financial Statements and Exhibits.

(a)Financial Statements of Businesses Acquired.  Not applicable.
(b)Pro Forma Financial Information.  Not applicable.
(c)Shell Company Transactions.  Not applicable.
(d)ExhibitsDescription
   
 99.1Press release issued by Hanmi Financial Corporation dated April 2, 2018


SIGNATURE

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.

 HANMI FINANCIAL CORPORATION
   
  
Date: April 2, 2018By: /s/ C. G. Kum        
  C. G. Kum
  President and Chief Executive Officer
  

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Section 2: EX-99.1 (PRESS RELEASE)

EdgarFiling

EXHIBIT 99.1

Hanmi Names Kiho Choi to its Board of Directors

LOS ANGELES, April 02, 2018 (GLOBE NEWSWIRE) -- Hanmi Financial Corporation (NASDAQ:HAFC) (“Hanmi”), the holding company for Hanmi Bank (the “Bank”), today announced that Mr. Kiho Choi has been appointed to its Board of Directors, effective April 2, 2018.

“It is with great pleasure that we welcome Kiho Choi to the Hanmi Board,” said Hanmi’s Chairman, Joseph K. Rho. “Kiho brings significant accounting and financial expertise, as well as extensive executive leadership experience to the Bank. Importantly, I believe Kiho’s strong relationships within the Korean American business community will be invaluable as we execute our plan to expand Hanmi’s market share and continue driving profitable growth.”

Mr. Choi has more than 30 years of assurance and business advisory experience and specializes in serving middle-market companies in banking, health care, manufacturing, and wholesale distribution. Mr. Choi is currently the managing partner and a founding partner of CKP, LLP, the largest Korean-American full-service accounting firm in the United States, providing services to private companies and U.S. subsidiaries of Korean companies. In addition, he also has extensive audit and consulting experience with several financial institutions. Mr. Choi has served as President of the Korean American CPA Society of Southern California and as an Advisory Member to Korea Trade Investment Promotion Agency of Los Angeles. He is a member of the American Institute of Certified Public Accountants (“AICPA”) and a member of the California CPA Society. Mr. Choi was previously a member of the Board of Directors of Hope Bancorp, Inc. and Bank of Hope (formally known as BBCN Bancorp, Inc. and BBCN Bank, respectively). He is currently an independent director of the Board of Directors of Netlist, Inc., a publicly-traded information technology company. Mr. Choi earned his B.S. and M.S. in Accounting from the University of Illinois, Chicago.

About Hanmi Financial Corporation
Headquartered in Los Angeles, California, Hanmi Financial Corporation owns Hanmi Bank, which serves multi-ethnic communities through its network of 40 full-service branches and 9 loan production offices in California, Texas, Illinois, Virginia, New Jersey, New York, Colorado, Washington and Georgia. Hanmi Bank specializes in real estate, commercial, SBA and trade finance lending to small and middle market businesses. Additional information is available at www.hanmi.com.

Forward-Looking Statements
This press release contains forward-looking statements, which are included in accordance with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of such terms and other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. All statements other than statements of historical fact are “forward–looking statements” for purposes of federal and state securities laws, including, but not limited to, statements about anticipated future operating and financial performance, financial position and liquidity, business strategies, regulatory and competitive outlook, investment and expenditure plans, capital and financing needs and availability, plans and objectives of management for future operations, developments regarding our capital plans, strategic alternatives for a possible business combination, merger or sale transaction, and other similar forecasts and statements of expectation and statements of assumption underlying any of the foregoing. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ from those expressed or implied by the forward-looking statement. These factors include the following: failure to maintain adequate levels of capital and liquidity to support our operations; the effect of potential future supervisory action against us or Hanmi Bank; general economic and business conditions internationally, nationally and in those areas in which we operate; volatility and deterioration in the credit and equity markets; changes in consumer spending, borrowing and savings habits; availability of capital from private and government sources; demographic changes; competition for loans and deposits and failure to attract or retain loans and deposits; fluctuations in interest rates and a decline in the level of our interest rate spread; risks of natural disasters related to our real estate portfolio; risks associated with Small Business Administration loans; failure to attract or retain key employees; changes in governmental regulation, including, but not limited to, any increase in FDIC insurance premiums; ability of Hanmi Bank to make distributions to Hanmi Financial Corporation, which is restricted by certain factors, including Hanmi Bank’s retained earnings, net income, prior distributions made, and certain other financial tests; ability to identify a suitable strategic partner or to consummate a strategic transaction; adequacy of our allowance for loan and lease losses; credit quality and the effect of credit quality on our provision for loan and lease losses and allowance for loan and lease losses; changes in the financial performance and/or condition of our borrowers and the ability of our borrowers to perform under the terms of their loans and other terms of credit agreements; our ability to control expenses; and changes in securities markets. In addition, we set forth certain risks in our reports filed with the U.S. Securities and Exchange Commission, including, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2017, our Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K that we will file hereafter, which could cause actual results to differ from those projected. We undertake no obligation to update such forward-looking statements except as required by law.

Investor Contacts:
Romolo (Ron) Santarosa
Senior Executive Vice President & Chief Financial Officer
213-427-5636

Richard Pimentel
Senior Vice President & Corporate Finance Officer
213-427-3191

Lasse Glassen
Investor Relations
Addo Investor Relations
424-238-6249

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