Item 1.01 Entry Into a Material Definitive Agreement.
On June 12, 2009, Hanmi Financial Corporation (the "Company") entered into a
Securities Purchase Agreement by and between the Company and Leading Investment
& Securities Co., Ltd., a Korean securities broker-dealer ("Leading"), providing
for the sale of 8,040,882 unregistered shares of Company common stock, par value
$0.001 per share, to Leading at a purchase price of $1.37 per share (the
"Acquisition"). Pursuant to the terms of the Securities Purchase Agreement,
Leading will accomplish the Acquisition through an initial purchase of 5,046,118
shares of Company common stock, representing up to 9.9% of the issued and
outstanding shares of Company common stock after giving effect to the sale of
such shares (the "Initial Acquisition"), and a subsequent purchase of 2,994,764
shares of Company common stock (the "Additional Acquisition"), which together
with the Initial Acquisition will represent up to 14.9% of the issued and
outstanding shares of Company common stock after giving effect to the sale of
such shares. The closing of the Initial Acquisition and the Additional
Acquisition are expected to occur on or prior to July 31, 2009, subject to the
satisfaction of customary closing conditions.
In connection with the Acquisition, the Company also entered into a
Registration Rights Agreement, dated June 12, 2009, by and between the Company
and Leading (the "Registration Rights Agreement") pursuant to which the Company
has agreed to grant the Purchasers certain demand registration rights with
respect to the shares purchased in the Acquisition.
The Securities Purchase Agreement and the Registration Rights Agreement are
attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated
herein by reference. The press release announcing the Acquisition is attached
hereto as Exhibit 99.1 and incorporated herein by reference. The foregoing
description of the Securities Purchase Agreement and the Registration Rights
Agreement does not purport to be complete and is qualified in its entirety by
reference to the full text of the Securities Purchase Agreement and the
Registration Rights Agreement attached hereto.
Item 3.02 Unregistered Sale of Equity Securities.
On June 12, 2009, the Company entered into the Securities Purchase Agreement
pursuant to which Leading agreed to purchase, subject to the satisfaction of
customary closing conditions, 8,040,882 shares of Company common stock for a
purchase price of $1.37 per share, resulting in gross proceeds to the Company of
approximately $11.0 million. The proceeds will be used to augment the Company's
regulatory capital and for other general corporation purposes. The shares of
common stock to be sold pursuant to the Securities Purchase Agreement are being
offered and sold by the Company in a transaction that is exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to Section 4(2) of the Securities Act and
Regulation D promulgated thereunder.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Securities Purchase Agreement, dated June 12, 2009, by and between Hanmi
Financial Corporation, Leading Investments & Securities Co., Ltd., and
IWL Partners.
10.2 Registration Rights Agreement, dated June 12, 2009, by and between Hanmi
Financial Corporation and Leading Investments & Securities Co., Ltd.
99.1 Press Release of Hanmi Financial Corporation dated June 15, 2009.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Form 8-K report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: June 15, 2009 Hanmi Financial Corporation
By: /s/ Jay S. Yoo
Jay S. Yoo
President and Chief Executive Officer
Exhibit Index
Exhibit No. Description
10.1 Securities Purchase Agreement, dated June 12, 2009, by and between Hanmi
Financial Corporation, Leading Investments & Securities Co., Ltd., and
IWL Partners.
10.2 Registration Rights Agreement, dated June 12, 2009, by and between Hanmi
Financial Corporation and Leading Investments & Securities Co., Ltd.
99.1 Press Release of Hanmi Financial Corporation dated June 15, 2009.
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