- Amended Annual Report (10-K/A)
April 16 2010 - 4:47PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
x
Annual
report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the fiscal year ended December 31, 2009.
OR
o
Transition report pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
For the transition period from
to
Commission File Number 000-50923
WILSHIRE
BANCORP, INC.
(Exact name of registrant as specified in its charter)
California
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20-0711133
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State or other jurisdiction of incorporation or organization
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I.R.S. Employer Identification Number
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3200 Wilshire Blvd.
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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) 387-3200
Registrants telephone number, including area code
Securities
registered pursuant to Section 12(b) of the Act:
Common Stock, no par value
Securities
registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if
the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act. Yes
o
No
x
Indicate by check mark if
the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of
the Act. Yes
o
No
x
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
x
No
o
Indicate by check mark
whether the registrant has submitted electronically and posted on its corporate
Web site, 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 if
disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of registrants
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
x
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. (Check one):
Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting
company
o
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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
o
No
x
The aggregate market
value of the voting common stock held by non-affiliates of the registrant as of
June 30, 2009 was approximately $111 million (computed based on the
closing sale price of the common stock at $5.75 per share as of such date).
Shares of common stock held by each officer and director and each person owning
more than ten percent of the outstanding common stock have been excluded in
that such persons may be deemed to be affiliates. This determination of the
affiliate status is not necessarily a conclusive determination for other
purposes.
The number of shares of
Common Stock of the registrant outstanding as of February 26, 2010 was
29,415,657.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrants Proxy Statement relating
to the registrants 2010 Annual Meeting of Shareholders are incorporated by
reference into Part III of this Annual Report on Form 10-K, where
indicated.
Explanatory Note
This amendment (Amendment
No. 1) to our Form 10-K annual report for the fiscal year ended December 31,
2009 (the Report) is being filed to amend Part IV to include Exhibit 99.1,
TARP Certification by Chief Executive Officer, and Exhibit 99.2, TARP
Certification by Chief Financial Officer, which were inadvertently omitted from
the original filing, and also to include the related corrections to Part IV,
Item 15 of the Reports Exhibit Index.
In addition, as required by Rule 12b-15 of the Securities Exchange
Act of 1934, this Amendment No. 1 contains new certifications by our chief
executive officer and our chief financial officer, filed as exhibits hereto.
All other information contained in the Report remains unchanged. Because this Amendment No. 1 includes no
financial statements, we are not including certifications pursuant to Section 906
of the SarbanesOxley Act of 2002.
This Amendment No. 1 to
the Report continues to speak as of the date of the Report, and except as
expressly set forth herein we have not updated the disclosures contained in
this Amendment No. 1 to the Report to reflect any events that occurred at
a date subsequent to the filing of the Report.
The filing of this Amendment No. 1 to the Report is not a
representation that any statements contained in items of the Report other than
that information being amended are true or complete as of any date subsequent
to the date of the Report.
2
PART IV
Item 15. Exhibits, Financial
Statement Schedules Exhibits
(a) List of
documents filed as part of this report
(1) Financial
Statements
The following financial
statements of Wilshire Bancorp, Inc. were previously filed as a part of
the Report on the pages indicated:
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Page
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Report of Independent
Registered Public Accounting Firm
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F-1
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Consolidated Financial
Statements:
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Consolidated Statements
of Financial Condition
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F-2
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Consolidated Statement
of Operations
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F-3
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Consolidated Statements
of Changes in Shareholders Equity
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F-4
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Consolidated Statements
of Cash Flows
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F-6
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Notes to Consolidated
Financial Statements
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F-8
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(2) Financial
Statement Schedules
Schedules to the
financial statements are omitted because the required information is not
applicable or the information is presented in the Companys financial
statements or related notes.
(b)
Exhibits
Exhibit Table
Reference
Number
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Item
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3.1
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Articles
of Incorporation, as amended and restated (1)
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3.2
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Second A
mended and
R
estated Bylaws
of Wilshire
Bancorp, Inc. effective December 12, 2008
(
2)
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3.3
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Certificate
of Determination of Fixed Rate Cumulative Perpetual Preferred Stock,
Series A (2)
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4.1
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Specimen
of Common Stock Certificate (3)
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4.2
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Indenture
of Subordinated Debentures dated as of September 19, 2002 (15)
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4.3
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Indenture
by and between Wilshire Bancorp, Inc. and U.S. Bank National Association
dated as of December 17, 2003 (3)
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4.4
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Amended
and Restated Declaration of Trust by and among Wilshire Bancorp, Inc.,
U.S. Bank National Association, Soo Bong Min and Brian E. Cho dated as of
December 17, 2003 (4)
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4.5
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Guaranty
Agreement by and between Wilshire Bancorp, Inc. and U.S. Bank National
Association dated as of December 17, 2003 (4)
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4.6
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Indenture
by and between Wilshire Bancorp, Inc. and Wilmington Trust Company dated
as of March 17, 2005 (4)
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4.7
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Amended
and Restated Declaration of Trust by and among Wilshire Bancorp, Inc.,
Wilmington Trust Company, Soo Bong Min, Brian E. Cho and Elaine Jeon dated as
of March 17, 2005 (4)
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4.8
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Guaranty
Agreement by and between Wilshire Bancorp, Inc. and Wilmington Trust
Company dated as of March 17, 2005 (4)
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4.9
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Indenture
by and between Wilshire Bancorp, Inc. and Wilmington Trust Company dated
as of September 15, 2005 (4)
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4.10
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Amended
and Restated Declaration of Trust by and among Wilshire Bancorp, Inc., Wilmington
Trust Company, Brian E. Cho and Elaine Jeon dated as of September 15,
2005 (4)
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3
4.11
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Guaranty
Agreement by and between Wilshire Bancorp, Inc. and Wilmington Trust
Company dated as of September 15, 2005 (4)
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4.12
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Indenture
by and between Wilshire Bancorp, Inc. and LaSalle Bank National
Association dated as of July 10, 2007. (5)
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4.13
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Amended
and Restated Declaration of Trust by and among LaSalle National Trust
Delaware, LaSalle Bank National Association, Wilshire Bancorp, Inc., Soo
Bong Min and Brian E. Cho dated as of July 10, 2007. (5)
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4.14
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Guarantee
Agreement by and between Wilshire Bancorp, Inc. and LaSalle Bank
National Association dated as of July 10, 2007. (5)
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4.15
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Form of
Certificate for the Series A Preferred Stock (2)
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4.16
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Warrant
to Purchase Common Stock (2)
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10.1
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Lease
dated September 1, 1996 between the Company and Wilmont, Inc. (Main
Office - 1
st
floor) (
6)
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10.2
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Lease
dated May 1, 1990 between the Company and Western Properties Co., Ltd.
(Western Branch) (
6)
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10.3
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Lease
dated February 3, 1997 between the Company and Benlin Properties
(Downtown Branch) (
6)
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10.4
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Sublease
dated June 20, 1997 between the Company and Property Development Assoc.
(Cerritos Branch) (
6)
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10.5
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1997
Stock Option Plan of Wilshire Bancorp, Inc. (
6)
, (1
2)
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10.6
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Addendum
to Downtown Branch Lease, dated February 3, 1997 between the Company and
Benlin Properties (Downtown Branch) (
7)
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10.7
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Lease
dated October 26, 1998 between the Company and Union Square Limited
Partnership (Seattle Business Lending Office) (7)
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10.8
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Lease
dated March 18, 1999 between the Company and BGK Texas Property
Management, Inc. (Dallas Business Lending Office) (8)
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10.9
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Lease
dated February 4, 2000 between the Company and Wilmont, Inc.
(Commercial Loan Center and Corporate headquarter 14th floor) (9)
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10.10
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Lease
dated September 1, 2000 between the Company and Joseph Hanasab (Gardena
Office) (10)
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10.11
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Lease
dated January 8, 2001 between the Company and UNT Atia Co. II, a California
general partnership (Rowland Heights Office) (9)
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10.1
2
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Sublease
dated March 13, 2002 between the Company and Assi Food International,
Inc (Garden Grove Office) (11)
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10.1
3
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Lease
dated October 3, 2002 between the Company and Terok Management, Inc.
(Mid-Wilshire Office) (11)
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10.1
4
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Survivor
income plan and exhibit thereto (Split dollar agreement) (10), (12)
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10.1
5
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Stock
Purchase Agreement by and between Wilshire State Bank and Texas Bank dated
January 29, 2004
(
15)
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10.
16
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Consulting
Agreement with Soo Bong Min dated December 19, 2007 (12)
, (13)
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10.17
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Letter
Agreement, dated as of December 12, 2008, including the Securities
Purchase Agreement Standard Terms incorporated by reference therein,
between the Company and the United States Department of the Treasury (2)
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10.18
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Additional
Letter Agreement, dated as of December 12, 2008, between the Company and
the United States Department of the Treasury (2)
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10.19
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Form of
Letter Agreement, executed by each of Joanne Kim, Alex Ko, Sung Soo Han, Seung
Hoon Kang, and David Kim (2)
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10.20
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Form of
Waiver, executed by each of Joanne Kim, Alex Ko, Sung Soon Han, Seung Hoon
Kang, and David Kim (2)
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10.21
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Purchase and Assumption
Agreement among Federal Deposit Insurance Corporation, Receiver of Mirae Bank,
Federal Deposit Insurance Corporation and Wilshire State Bank, dated as of
June 26, 2009 (
16)
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10.22
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2008
Stock Option Plan of Wilshire Bancorp, Inc. (12)
, (14)
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10.23
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Lease dated
July 31, 2009 between the Company and AYM Investment LLC,
Laurel-Crest Group LLC, and Synchronicity LLC. (Downtown Branch) (
18)
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10.24
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Lease dated
January 21, 2010 between the Company and System II LLC. (Cerritos
Branch)
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10.25
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Addendum to Fashion
Town Branch Lease, dated May 31, 2009 between the Company and San Pedro
Properties LP. (Fashion Town Branch) (
18)
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10.26
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Lease dated
July 28, 2009 between the Company and New Hampshire
Apartments, Inc. (Torrance Branch) (
18)
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10.27
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Lease dated
August 12, 2009 between the Company and Kam Hing Realty-NYC LLC.
(Manhattan Branch)
(18)
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4
10.28
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Addendum to
Denver LPO Lease, dated August 11, 2008 between the Company and
RMC/Pavillion Towers, LLC. (Denver, CO LPO)
(18)
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10.29
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Lease dated
December 15, 2009 between the Company and NDI Development. (Atlanta,
GA LPO)
(18)
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10.30
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Addendum to
Denver LPO Lease, dated March 31, 2008 between the Company and YPI
9801 Westheimer, LLC. (Houston, TX LPO)
(18)
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10.31
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Addendum to Annandale,
VA LPO Lease, dated February 25, 2010 between the Company and Young
H. Lim and Injoo Baik. (Annandale, VA LPO)
(18)
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10.32
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Lease dated
November 19, 2009 between the Company and Regency Centers, LP. (Van
Nuys Branch)
(18)
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10.33
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Lease dated
September 2, 2008 between the Company and Roosevelt Avenue Corp.
(Flushing, NY Branch)
(18)
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10.34
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Lease dated
July 31, 2009 between the Company and 2140 Lake, LLC c/o Jamison
Services Inc. (Olympic Branch)
(18)
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11
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Statement
Regarding Computation of Net Earnings per Share (17)
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12.1
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Statement
regarding computation of ratios of earnings to fixed charges (18)
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21
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Subsidiaries
of the Registrant (18)
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23.1
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Consent
of Independent Registered Public Accounting Firm (18)
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31.1
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Certification
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
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31.2
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Certification
of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
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32.1
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Certifications of Chief Executive Officer and Chief
Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (
18)
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99.1
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Chief Executive Officer Certification pursuant to
Section 111(b)(4) of the Emergency Economic Stabilization Act of
2008, as Amended
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99.2
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Chief Financial Officer Certification pursuant to
Section 111(b)(4) of the Emergency Economic Stabilization Act of
2008, as Amended
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(1) Incorporated by reference to the
Exhibits in the Registration Statement on Form S-4, as filed with the SEC
on June 15, 2004.
(2) Incorporated by reference to the
Exhibits in the Companys Form 8-K, as filed with the SEC on
December 17, 2008.
(3) Incorporated by reference to the
Exhibits in the Registration Statement on Form S-4, as filed with the SEC
on April 1, 2004.
(4) Incorporated by reference to the
Exhibits to the Companys Form 10-K, as filed with the SEC on
March 16, 2007.
(5) Incorporated by reference to the
Exhibits to the Companys Form 10-Q, as filed with the SEC on
November 9, 2007.
(6) Incorporated by reference to the
Exhibits to the Companys Form 10-SB Registration Statement, as filed with
the FDIC on August 7, 1998.
(7) Incorporated by reference to the
Exhibits to the Companys Form 10-KSB, as filed with the FDIC on
March 30, 1999.
(8) Incorporated by reference to the
Exhibits to the Companys Form 10-KSB, as filed with the FDIC on April 5,
2000.
(9) Incorporated by reference to the
Exhibits to the Companys Form 10-KSB, as filed with the FDIC on
March 29, 2001.
(10) Incorporated by reference to the
Exhibits to the Companys Form 10-Q, as filed with the FDIC on
August 20, 2003.
(11) Incorporated by reference to the
Exhibits to the Companys Form 10-K, as filed with the FDIC on
March 31, 2004.
(12) Indicates compensation or compensatory
plan, contract, or arrangement.
(13) Incorporated by reference to the
Exhibits to the Companys Form 8-K, as filed with the SEC on
December 20, 2007.
(14) Incorporated by reference to the
Exhibits to the Companys Form S-8, as filed with the SEC on July 18,
2008.
(15) Incorporated by reference to the
Exhibits to the Companys Form 10-K, as filed with the SEC on
March 12, 2009.
(16) Incorporated by reference to the
Exhibits to the Companys Form 8-K, as filed with the SEC on June 26,
2009.
(17) The information required by this
Exhibit is incorporated by reference from Note [19] of the Companys
Financial Statements included herein.
(18) Included in the Companys
Form 10-K for the year ended December 31, 2009 that was previously
filed with the SEC on March 15, 2010.
5
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Act of
1934, the registrant has duly caused this Amendment No. 1 to the Report to
be signed on its behalf by the undersigned, thereunto duly authorized.
Date: April
16
, 2010
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WILSHIRE
BANCORP, INC.
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a
California corporation
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By:
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/s/ Joanne Kim
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Joanne Kim
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Chief
Executive Officer
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6
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