- Amended Quarterly Report (10-Q/A)
November 19 2009 - 6:31AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Quarterly Period Ended June 30, 2009
or
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Transition Period From _________ To _________
Commission File Number:
000-30421
HANMI FINANCIAL CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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95-4788120
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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3660 Wilshire Boulevard, Penthouse Suite A
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Los Angeles, California
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90010
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(Address of Principal Executive Offices)
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(Zip Code)
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(213) 382-2200
(Registrants Telephone Number, Including Area Code)
Not Applicable
(Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report)
Indicate by check mark whether the Registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
þ
No
o
Indicate by check mark whether the Registrant has submitted electronically and posted
on its corporate Website, if any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such
shorter period that the Registrant was required to submit and post such files). Yes
o
No
o
Indicate by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See the
definitions of large accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer
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Accelerated Filer
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Non-Accelerated
Filer
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(Do Not Check if a
Smaller Reporting Company)
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Smaller Reporting Company
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Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
¨
No
x
As of July 30, 2009, there were 46,145,967 outstanding shares of the Registrants Common Stock.
TABLE OF CONTENTS
EXPLANATORY NOTE
Hanmi Financial Corporation (the Registrant) is filing this amendment to its Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 2009 (the Form 10-Q) solely to
include Exhibits 3.1, 3.2 and 3.3 to reflect the adoption and filing of the Third Amendment to the
Registrants Certificate of Incorporation. The Registrant amended its Certificate of Incorporation
during the three months ended June 30, 2009 but inadvertently omitted the filing of Exhibits 3.1,
3.2 and 3.3 as exhibits to the Form 10-Q, which exhibits together constitute the Amended and
Restated Certificate of Incorporation of the Registrant, as further amended by the Second and Third
Amendments.
This amendment should be read in conjunction with the Form 10-Q, which continues to speak as
of the date that the Form 10-Q was filed. Except as specifically noted above, this amendment does
not modify or update any disclosures in the original Form 10-Q. Accordingly, this amendment does
not reflect events occurring after the filing of the original Form 10-Q or modify or update any
disclosures that may have been affected by subsequent events.
ITEM 6. EXHIBITS
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Exhibit
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Number
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Document
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3.1
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Amended and Restated Certificate of Incorporation of Hanmi Financial Corporation
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3.2
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Certificate of Second Amendment of Certificate of Incorporation of Hanmi Financial Corporation
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3.3
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Certificate of Third Amendment of the Certificate of Incorporation of Hanmi Financial Corporation
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3.4
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Amended and Restated Bylaws of Hanmi Financial Corporation
(8)
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3.5
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Certificate of Amendment to Bylaws of Hanmi Financial Corporation
(8)
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10.1
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Amended and Restated Trust Agreement of Hanmi Capital Trust I dated as of January 8, 2004 among Hanmi Financial
Corporation, Deutsche Bank Trust Company Americas, as Property Trustee, Deutsche Bank Trust Company Delaware, as
Delaware Trustee, and the Administrative Trustees Named Therein
(2)
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10.2
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Hanmi Capital Trust I Junior Subordinated Indenture dated as of January 8, 2004 entered into between Hanmi Financial
Corporation and Deutsche Bank Trust Company Americas, as Trustee (included as exhibit D to Exhibit 10.1)
(2)
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10.3
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Hanmi Capital Trust I Guarantee Agreement dated as of January 8, 2004 entered into between Hanmi Financial Corporation,
as Guarantor, and Deutsche Bank Trust Company Americas, as Guarantee Trustee
(2)
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10.4
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Hanmi Capital Trust I Form of Common Securities Certificate (included as exhibit B to Exhibit 10.1)
(2)
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10.5
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Hanmi Capital Trust I Form of Preferred Securities Certificate (included as exhibit C to Exhibit 10.1)
(2)
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10.6
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Amended and Restated Trust Agreement of Hanmi Capital Trust II dated as of March 15, 2004 among Hanmi Financial
Corporation, Deutsche Bank Trust Company Americas, as Property Trustee, Deutsche Bank Trust Company Delaware, as
Delaware Trustee, and the Administrative Trustees Named Therein
(2)
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10.7
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Hanmi Capital Trust II Junior Subordinated Indenture dated as of March 15, 2004 entered into between Hanmi Financial
Corporation and Deutsche Bank Trust Company Americas, as Trustee (included as exhibit D to Exhibit 10.6)
(2)
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10.8
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Hanmi Capital Trust II Guarantee Agreement dated as of March 15, 2004 entered into between Hanmi Financial Corporation,
as Guarantor, and Deutsche Bank Trust Company Americas, as Guarantee Trustee
(2)
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10.9
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Hanmi Capital Trust II Form of Common Securities Certificate (included as exhibit B to Exhibit 10.6)
(2)
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10.10
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Hanmi Capital Trust II Form of Preferred Securities Certificate (included as exhibit C to Exhibit 10.6)
(2)
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10.11
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Amended and Restated Trust Agreement of Hanmi Capital Trust III dated as of April 28, 2004 among Hanmi Financial
Corporation, Deutsche Bank Trust Company Americas, as Property Trustee, Deutsche Bank Trust Company Delaware, as
Delaware Trustee, and the Administrative Trustees Named Therein
(2)
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10.12
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Hanmi Capital Trust III Junior Subordinated Indenture dated as of April 28, 2004 entered into between Hanmi Financial
Corporation and Deutsche Bank Trust Company Americas, as Trustee (included as exhibit D to Exhibit 10.11)
(2)
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10.13
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Hanmi Capital Trust III Guarantee Agreement dated as of April 28, 2004 entered into between Hanmi Financial Corporation,
as Guarantor, and Deutsche Bank Trust Company Americas, as Guarantee Trustee
(2)
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10.14
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Hanmi Capital Trust III Form of Common Securities Certificate (included as exhibit B to Exhibit 10.11)
(2)
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10.15
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Hanmi Capital Trust III Form of Preferred Securities Certificate (included as exhibit C to Exhibit 10.11)
(2)
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10.16
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Employment Agreement Between Hanmi Financial Corporation and Hanmi Bank, on the One Hand, and Jay S. Yoo, on the Other
Hand, dated as of June 19, 2008
(3)
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10.17
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Hanmi Financial Corporation 2007 Equity Compensation Plan
(1)
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2
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Exhibit
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Number
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Document
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10.18
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Employment Offer Letter to John Park from Hanmi Bank dated August 13, 2008
(4)
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10.19
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Hanmi Financial Corporation Year 2000 Stock Option Plan
(7)
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10.20
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Form of Notice of Stock Option Grant and Agreement Pursuant to 2007 Equity Compensation Plan
(8)
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10.21
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Form of Notice of Grant and Restricted Stock Agreement Pursuant to 2007 Equity Compensation Plan
(8)
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10.22
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Employment Offer Letter with Brian E. Cho, executed November 1, 2007
(6)
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10.23
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Securities Purchase Agreement, dated June 12, 2009, by and between Hanmi Financial Corporation and Leading Investments &
Securities Co., Ltd.
(9)
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10.24
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Registration Rights Agreement, dated June 12, 2009, by and between Hanmi Financial Corporation and Leading Investments &
Securities Co., Ltd.
(9)
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10.25
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First Amendment to the Securities Purchase Agreement, dated July 31, 2009, by and between Hanmi Financial Corporation
and Leading Investment & Securities Co., Ltd.
(10)
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14
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Code of Ethics
(5)
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21
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Subsidiaries of the Registrant
(6)
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31.1
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Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act,
as amended
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31.2
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Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act,
as amended
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32.1
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Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
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32.2
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Certification of Chief Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
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(1)
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Previously filed and incorporated by reference herein from Hanmi Financials Current
Report on Form 8-K filed with the SEC on June 26, 2007.
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(2)
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Previously filed and incorporated by reference herein from Hanmi Financials
Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 filed with the SEC on August
9, 2004.
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(3)
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Previously filed and incorporated by reference herein from Hanmi Financials
Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 filed with the SEC on August
11, 2008.
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(4)
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Previously filed and incorporated by reference herein from Hanmi Financials
Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 filed with the SEC on
November 7, 2008.
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(5)
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Previously filed and incorporated by reference herein from Hanmi Financials Annual
Report on Form 10-K for the year ended December 31, 2004 filed with the SEC on March 16, 2005.
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(6)
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Previously filed and incorporated by reference herein from Hanmi Financials Annual
Report on Form 10-K for the year ended December 31, 2007 filed with the SEC on February 29,
2008.
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(7)
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Previously filed and incorporated by reference herein from Hanmi Financials
Registration Statement on Form S-8 filed with the SEC on August 18, 2000.
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(8)
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Previously filed and incorporated by reference herein from Hanmi Financials Annual
Report on Form 10-K for the year ended December 31, 2008 filed with the SEC on March 13, 2009.
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(9)
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Previously filed and incorporated by reference herein from Hanmi Financials Current
Report on Form 8-K filed with the SEC on June 15, 2009.
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(10)
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Previously filed and incorporated by reference herein from Hanmi Financials
Current Report on Form 8-K filed with the SEC on August 3, 2009.
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3
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 thereunto duly authorized.
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HANMI FINANCIAL CORPORATION
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Date: November 18, 2009
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By:
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/s/ Jay S. Yoo
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Jay S. Yoo
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President and Chief Executive Officer
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By:
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/s/ Brian E. Cho
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Brian E. Cho
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Executive Vice President and Chief Financial Officer
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