<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 3, 2000
REGISTRATION NO. 333-32770
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
HANMI FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 6712 95-4788120
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of Industrial Identification No.)
incorporation or organization) Classification Code Number)
</TABLE>
3660 WILSHIRE BOULEVARD
SUITE PH-A
LOS ANGELES, CA 90010
(213) 382-2200
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
YONG KU CHOE
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
SUITE PH-A
3660 WILSHIRE BOULEVARD
LOS ANGELES, CA 90010
(213) 382-2200
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
--------------------------
COPY TO:
MARK A. BONENFANT, ESQ.
BUCHALTER, NEMER, FIELDS & YOUNGER
A PROFESSIONAL CORPORATION
601 SOUTH FIGUEROA STREET, SUITE 2400
LOS ANGELES, CALIFORNIA 90017-5704
(213) 891-0700
--------------------------
Approximate Date of Commencement of Proposed Sale to the Public: As Soon as
Practicable after the Effective Date of this Registration Statement.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration number of the earlier effective
registration statement for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
This Amendment No. 2 to the Registration Statement on Form S-4 (333-32770)
is being filed with the Securities and Exchange Commission solely to file
Exhibits 5.1 and 8.1.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Amended and Restated Certificate of Incorporation of Hanmi Financial
eliminates the liability of Hanmi Financial's directors for monetary damages
arising from a breach of their fiduciary duties to Hanmi Financial and its
shareholders, to the extent permitted by the Delaware General Corporation Law.
Such limitation of liability does not affect the availability of equitable
remedies such as injunctive relief or rescission.
Hanmi Financial's Amended and Restated Certificate of Incorporation provides
that Hanmi Financial shall indemnify its directors and officers to the fullest
extent permitted by applicable law. The Bylaws of Hanmi Financial require Hanmi
Financial to indemnify its directors and officers such provisions require Hanmi
Financial, among other things, (i) to indemnify its officers and directors
against certain liabilities that may arise by reason of their status or service
as directors or officers provided such persons acted in good faith and in a
manner reasonably believed to be in the best interests of Hanmi Financial and,
with respect to any criminal action, had no cause to believe their conduct was
unlawful; (`ii) to advance the expenses actually and reasonably incurred by its
officers and directors as a result of any proceeding against them as to which
they could be indemnified; and (iii) to obtain directors' and officers'
insurance if available on reasonable terms. There is no action or proceeding
pending or, to the knowledge of Hanmi Financial, threatened which may result in
a claim for indemnification by any director, officer, employee or agent of Hanmi
Financial.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits.
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT DESCRIPTION
--------------------- -------------------
<C> <S>
*2 Plan of Reorganization and Merger Agreement between Hanmi
Financial Corporation ("Registrant"), Hanmi Bank, and
Hanmi Merger Co., Inc. (Annex A of Proxy
Statement/Prospectus)
*3 (i) Amended and Restated Certificate of Incorporation of the
Registrant
*3 (ii) Amended and Restated Bylaws of the Registrant
5.1 Opinion of regarding legality of securities being registered
8.1 Opinion regarding the federal income tax consequences
*10.1 Employment Agreement with Chung Hoon Youk
*10.2 Hanmi Financial Corporation Year 2000 Stock Option Plan and
Form of Agreement
*16 Letter regarding change in certifying accountant
*21 Subsidiaries of the Registrant
23.1 Consent of Counsel (included in Exhibits 5.1 and 8.1)
*23.2 Consent of Deloitte & Touche LLP
*23.3 Consent, Kim & Lee Corporation
*24 Power of Attorney (reference is made to the signature page)
*27 Financial Data Schedule
*99 Form of Proxy
</TABLE>
- ------------------------
* Previously Filed
II-1
<PAGE>
(b) Financial Statement Schedules
All schedules are omitted because the required information is not applicable
or is included in the Financial Statements of Hanmi Bank and the related notes.
(c) Not Applicable.
ITEM 22. UNDERTAKINGS
(a) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(b) The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Los Angeles, State of
California, May 3, 2000.
<TABLE>
<S> <C> <C>
HANMI FINANCIAL CORPORATION
By: /s/ CHUNG HOON YOUK
-----------------------------------------
Chung Hoon Youk
President and Chief Executive Officer
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated as of May 3, 2000.
<TABLE>
<S> <C>
/s/ CHUNG HOON YOUK /s/ YONG KU CHOE
- -------------------------------------------- --------------------------------------------
Chung Hoon Youk Yong Ku Choe
President and Chief Executive Officer Senior Vice President and Chief
(principal executive officer) Financial Officer
(principal financial and accounting officer)
/s/ EUNG KYUN AHN* /s/ RICHARD B. C. LEE*
- -------------------------------------------- --------------------------------------------
Eung Kyun Ahn Richard B. C. Lee
/s/ I JOON AHN* /s/ STUART S. AHN*
- -------------------------------------------- --------------------------------------------
I Joon Ahn Stuart S. Ahn
/s/ GEORGE S. CHEY* /s/ CHANG KYU PARK*
- -------------------------------------------- --------------------------------------------
George S. Chey Chang Kyu Park
/s/ KI TAE HONG* /s/ JOSEPH K. RHO*
- -------------------------------------------- --------------------------------------------
Ki Tae Hong Joseph K. Rho
/s/ JOON H. LEE* /s/ WON R. YOON*
- -------------------------------------------- --------------------------------------------
Joon H. Lee Won R. Yoon
</TABLE>
<TABLE>
<S> <C>
/s/ YONG KU CHOE
--------------------------------------
Yong Ku Choe
*By: Attorney-in-fact
</TABLE>
II-3
<PAGE>
[EXHIBIT 5.1]
May 2, 2000
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention Office of Applications and Reports Services
Re: Hanmi Financial Corporation
Registration Statement on Form S-4 (File No. 333-32770)
Gentlemen:
We have acted as counsel to Hanmi Financial Corporation, a Delaware
corporation (the "Company"), in connection with the registration of 7,500,000
shares of common stock, $.001 par value (the "Shares") with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended, (the "1933 Act"), pursuant to a registration statement on Form S-4 (the
"Registration Statement"). The Shares are registered on behalf of the Company
and will be issued pursuant to a Plan of Reorganization and Agreement of Merger
by and among the Company, Hanmi Bank and Hanmi Merger Co. dated as of April 15,
2000 ("Reorganization Agreement").
This opinion is being delivered in accordance with the requirements of
Item 601(b)(5)(i) of Regulation S-K under the 1933 Act.
In our capacity as counsel to the Company, we have reviewed such
documents and made such inquiries as we have reasonably deemed necessary to
enable us to render the opinion expressed below. In all such reviews, we have
made certain customary assumptions such as the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the lack of any
undisclosed modifications, waivers, or amendments to any documents reviewed by
us and the conformity to authentic original documents of all documents submitted
to us as conformed or photostatic copies. For purposes of rendering this
opinion, we have investigated such questions of law as we have deemed necessary.
On the basis of the foregoing, and in reliance thereon and subject to
the assumptions, qualifications, exceptions and limitations expressed herein, we
are of the opinion that when the Shares are issued in accordance with the terms
of the Reorganization Agreement, the Shares will be duly authorized, legally
issued, fully paid and non-assessable shares of the Company's Common Stock.
<PAGE>
Securities and Exchange Commission
May 2, 2000
Page 2
This opinion is limited to the present laws of the State of California
and of the United States of America, and the corporate law of the State of
Delaware.
This opinion is solely for your information and the shareholders of
record (as defined in the Registration Statement) in connection with the
offer and sale of the Shares by the Company, and is not, without the prior
written consent of this firm, to be quoted in full or in part or otherwise
referred to in any documents nor to be filed with any governmental agency or
other persons, other than with the Commission and various state securities
administrators in connection with the qualification of the Shares, to which
reference and filings we hereby consent.
Very truly yours,
/s/ BUCHALTER, NEMER, FIELDS & YOUNGER
A Professional Corporation
<PAGE>
[EXHIBIT 8.1]
May 2, 2000
Hanmi Financial Corporation
3660 Wilshire Boulevard
Los Angeles, CA 90010
Re: Hanmi Financial Corporation
Gentlemen:
We have acted as counsel to Hanmi Financial Corporation ("Hanmi
Financial"), a Delaware corporation, in connection with the proposed
reorganization of Hanmi Bank (the "Reorganization") pursuant to which Merger
Co., a California corporation ("Merger Co."), a newly formed wholly owned
subsidiary of Hanmi Financial, will merge with and into Hanmi Bank. The
Reorganization will be completed pursuant to the terms of the Plan of
Reorganization and Agreement of Merger dated as of April 15, 2000 by and
among Hanmi Bank, Hanmi Financial, and Merger Co. (the "Reorganization
Agreement") and as described in the Registration Statement (No. 333-32770) on
Form S-4 filed by Hanmi Financial (the "Registration Statement"). This
opinion is being rendered pursuant to your request. All capitalized terms,
unless otherwise specified, have the meaning assigned to them in the
Reorganization Agreement.
In connection with this opinion, we have examined and are familiar
with originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Reorganization Agreement, (ii) the Registration
Statement, and (iii) such other documents as we have deemed necessary or
appropriate in order to enable us to render the opinion below. In our
examination, we have assumed the genuineness of all signatures, the legal
capacity of all natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such copies. In rendering the opinion set
forth below, with regard to certain factual matters, we have relied upon
certain written representations and covenants of Hanmi Bank and Hanmi
Financial.
In rendering our opinion, we have considered the applicable
provisions of the Internal Revenue Code of 1986, as amended (the "Code"),
Treasury Regulations, pertinent judicial authorities, interpretive rulings of
the Internal Review Service and such other authorities as we have considered
relevant.
<PAGE>
Hanmi Financial Corporation
May 2, 2000
Page 2
Based upon and subject to the foregoing, we are of the opinion that
the Reorganization will, under current law, constitute a tax-free
reorganization under Section 368(a) of the Code, and Hanmi Bank and Hanmi
Financial will each be a party to a "reorganization" within the meaning of
Section 368(b) of the Code.
As a tax-free reorganization, the Reorganization will have the
following Federal income tax consequences:
1. No gain or loss will be recognized by Hanmi Bank, Merger
Co., or Hanmi Financial as a result of the Reorganization;
2. No gain or loss will be recognized by the shareholders of Hanmi
Bank upon receipt of Hanmi Financial common stock in exchange for their
shares of Hanmi Bank common stock pursuant to the Reorganization;
3. The basis of the Hanmi Financial common stock received by
the shareholders of Hanmi Bank pursuant to the Reorganization will be the
same as the basis of the shares of Hanmi Bank common stock surrendered
in exchange therefor;
4. The holding period of the Hanmi Financial common stock received
by shareholders of Hanmi Bank pursuant to the Reorganization will include
the holding period of the Hanmi Bank common stock surrendered in exchange
therefor, provided that such Hanmi Bank common stock is held as a capital
asset on the date of consummation of the Reorganization; and
5. A holder of an outstanding option granted under the Hanmi Bank
1992 Stock Option Plan will not recognize income, gain, or loss solely as a
result of the exchange of the outstanding option for an identical option
issued under the Hanmi Financial Year 2000 Stock Option Plan.
This opinion is solely for your information and the shareholders of
record (as defined in the Registration Statement) in connection with the
issuance of the shares common stock by the Company, and is not, without the
prior written consent of this firm, to be quoted in full or in part or
otherwise referred to in any documents nor to be filed with any
<PAGE>
Hanmi Financial Corporation
May 2, 2000
Page 3
governmental agency or other persons, other than with the Commission and
various state securities administrators in connection with the qualification
of the Shares, to which reference and filings we hereby consent.
Very truly yours,
/s/ BUCHALTER, NEMER, FIELDS & YOUNGER
A Professional Corporation
