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<TITLE>HANMI FINANCIAL CORPORATION</TITLE>
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<P align="right" style="font-size: 10pt"><B>As filed with the Securities and Exchange Commission on May&nbsp;21, 2004</B>

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<P align="center" style="font-size: 14pt"><B>SECURITIES AND EXCHANGE COMMISSION</B>

<DIV align="center" style="font-size: 12pt"><B>WASHINGTON, D.C. 20549</B>
</DIV>

<P align="center" style="font-size: 18pt"><B>FORM S-8</B>


<P align="center" style="font-size: 10pt"><B>REGISTRATION STATEMENT<BR>
UNDER<BR>
THE SECURITIES ACT OF 1933</B>

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<P align="center" style="font-size: 24pt"><B>HANMI FINANCIAL CORPORATION</B>

<DIV align="center" style="font-size: 10pt">(Exact Name of Registrant as Specified in its Charter)</DIV>

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    <TD align="center" valign="top"><B>Delaware</B><BR>
(State or other jurisdiction of<BR>
incorporation or organization)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>95-4788120</B><BR>
(I.R.S. Employer Identification Number)</TD>
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<P align="center" style="font-size: 10pt"><B>3660 Wilshire Boulevard<BR>
Suite&nbsp;PH-A<BR>
Los Angeles, California 90010<BR>
(213)&nbsp;382-2200</B><BR>
(Address, including ZIP Code and Telephone Number,<BR>
Including Area Code, of Principal Executive Offices)



<P align="center" style="font-size: 10pt"><B>PACIFIC UNION BANK 2000 STOCK OPTION PLAN (1)</B><BR>
(Full Title of Plan)



<P align="center" style="font-size: 10pt"><B>Jae Whan Yoo<BR>
President and Chief Executive Officer<BR>
3660 Wilshire Boulevard<BR>
Suite&nbsp;PH-A<BR>
Los Angeles, California 90010<BR>
(213)&nbsp;382-2200</B>

<P align="center" style="font-size: 10pt"><HR align="center" size="1" noshade width="35%">

<P align="center" style="font-size: 10pt">Copy to:

<P align="center" style="font-size: 10pt"><B>Lee Meyerson, Esq.<BR>
Simpson Thacher &#038; Bartlett LLP<BR>
425 Lexington Avenue<BR>
New York, New York 10017<BR>
(212)&nbsp;455-2000</B>

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<P align="center" style="font-size: 10pt"><B>CALCULATION OF REGISTRATION FEE</B>

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    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
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<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed Maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount of</B></TD>
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    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offering</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Aggregate Offering</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registration</B></TD>
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<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Title of Securities to be Registered</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>to be Registered (1)(2)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Price Per Share (3)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Price (3)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Statement Fee</B><HR size="1" noshade></TD>
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    <TD><DIV style="margin-left:10px; text-indent:-10px">Common Stock, $0.001 per share</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">68,707</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">10.2152</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">701,856</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">89</TD>
    <TD>&nbsp;</TD>
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    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Pursuant to that certain Agreement and Plan of Merger dated as of
December&nbsp;22, 2003 (the &#147;Merger Agreement&#148;), by and among the Registrant,
Hanmi Bank (&#147;Hanmi Bank&#148;), a California banking corporation and a direct
wholly-owned subsidiary of the Registrant, and Pacific Union Bank (&#147;PUB&#148;),
a California banking corporation, PUB was merged with and into Hanmi Bank
with Hanmi Bank being the surviving corporation effective April&nbsp;30, 2004.
In accordance with the Merger Agreement, all outstanding options under
PUB&#146;s 2000 Stock Option Plan (the &#147;Plan&#148;) have been assumed by the
Registrant and have been converted into options to acquire, in the
aggregate, 68,707 shares of the Registrant&#146;s common stock, which shares
are being registered hereby.</TD>
</TR>

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<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,
this registration statement is deemed to include additional shares of the
Registrant&#146;s common stock that may be offered or issued in connection with
any stock split, stock dividend or similar transaction.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(3)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Estimated solely for the purpose of calculating the registration fee
pursuant to Rule&nbsp;457(h)(1) of the Securities Act of 1933, as amended,
based upon the weighted average exercise price per share ($10.2152) for
68,707 shares subject to outstanding options previously granted under the
Plan.</TD>
</TR>

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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This registration statement will become effective upon filing in
accordance with Rule 462(a) under the Securities Act.

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<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<A name="toc"><DIV align="CENTER" style="page-break-before:always"><U><B>TABLE OF CONTENTS</B></U></DIV></A>

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<TR><TD colspan="9"><A HREF="#000">PART I</A></TD></TR>
<TR><TD colspan="9"><A HREF="#001">INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#002">PART II</A></TD></TR>
<TR><TD colspan="9"><A HREF="#003">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#004">Item&nbsp;3. Incorporation of Documents by Reference</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#005">Item&nbsp;4. Description of the Securities</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#006">Item&nbsp;5. Interests of Named Experts and Counsel</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#007">Item&nbsp;6. Indemnification of Directors and Officers</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#008">Item&nbsp;7. Exemption from Registration Claimed</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#009">Item&nbsp;8. Exhibits</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#010">Item&nbsp;9. Undertakings</A></TD></TR>
<TR><TD colspan="9"><A HREF="#011">SIGNATURE</A></TD></TR>
<TR><TD colspan="9"><A HREF="#012">EXHIBIT INDEX</A></TD></TR>
<TR><TD colspan="9"><A HREF="v99266exv5w1.htm">EXHIBIT 5.1</A></TD></TR>
<TR><TD colspan="9"><A HREF="v99266exv23w2.txt">EXHIBIT 23.2</A></TD></TR>
</TABLE>
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<DIV align="left"><A NAME="000"></A></DIV>

<P align="center" style="font-size: 10pt"><B>PART I</B>


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<DIV align="left"><A NAME="001"></A></DIV>

<P align="center" style="font-size: 10pt"><B>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The document(s) containing the information specified in Part&nbsp;I will be
sent or given to employees as specified by Rule&nbsp;428(b)(1) of the Securities Act
of 1933, as amended (the &#147;Securities Act&#148;). Such documents are not being filed
with the Securities and Exchange Commission (the &#147;Commission&#148;) either as part
of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule&nbsp;424 of the Securities Act. Such documents and the documents
incorporated by reference in this Registration Statement pursuant to Item&nbsp;3 of
Part&nbsp;II hereof, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

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<DIV align="left"><A NAME="002"></A></DIV>

<P align="center" style="font-size: 10pt"><B>PART II</B>

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<P align="center" style="font-size: 10pt"><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>


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<P align="left" style="font-size: 10pt"><B>Item&nbsp;3. Incorporation of Documents by Reference</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents previously filed with the Commission by the
Registrant are incorporated herein by reference:


<P>

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    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left">(a)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD>Annual Report on Form 10-K filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the
&#147;Exchange Act&#148;), containing audited financial statements for the
Registrant&#146;s latest fiscal year ended December&nbsp;31, 2003 as filed
with the Commission on March&nbsp;15, 2004, as amended by Form 10-K/A
filed with the Commission on March&nbsp;22, 2004;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left">(b)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD>Quarterly Report on Form 10-Q for the quarter ended March&nbsp;31,
2004 as filed with the Commission on May&nbsp;10, 2004;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left">(c)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD>Current Reports on Form 8-K filed on January&nbsp;9, 2004, January
27, 2004, January&nbsp;30, 2004, March&nbsp;10, 2004, April&nbsp;22, 2004, April
28, 2004 and May&nbsp;3, 2004; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left">(d)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD>The description of the Registrant&#146;s Common Stock contained in
its registration statement filed under Section&nbsp;12 of the Exchange
Act, and any amendment or report filed for the purpose of updating
that description.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, all documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any subsequently filed document
which also is incorporated or deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.


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<P align="left" style="font-size: 10pt"><B>Item&nbsp;4. Description of the Securities</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.

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<P align="left" style="font-size: 10pt"><B>Item&nbsp;5. Interests of Named Experts and Counsel</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.

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<P align="left" style="font-size: 10pt"><B>Item&nbsp;6. Indemnification of Directors and Officers</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In accordance with the General Corporation Law of the State of Delaware,
Articles X and XI of the Registrant&#146;s Certificate of Incorporation and Article
VI of the Registrant&#146;s Bylaws provide as follows:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ARTICLE X OF CERTIFICATE OF INCORPORATION


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To the fullest extent permitted by the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended, the
Corporation shall indemnify and advance indemnification expenses on behalf of
all directors and officers of the Corporation. The Corporation shall indemnify
such other persons as may be required by statute or by the bylaws of the
Corporation.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ARTICLE XI OF CERTIFICATE OF INCORPORATION


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To the fullest extent permitted by the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended, a director of
the Corporation shall not be liable to the Corporation or its stockholders for
monetary damages for a breach of his\her fiduciary duty as a director. No
amendment to or repeal of this Article&nbsp;XI shall apply to or have any effect on
the liability or alleged liability of a director of the Corporation for or with
respect to any acts or omissions of such director occurring prior to such
amendment or repeal.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ARTICLE VI OF BYLAWS &#150; INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES
AND OTHER AGENTS


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6.1 Indemnification &#151; Third Party Proceedings. The Corporation
shall indemnify any person (the &#147;Indemnitee&#148;) who is or was a party or is
threatened to be made a party to any proceeding (other than an action by or in
the right of the Corporation to procure a judgment in its favor) by reason of
the fact that Indemnitee is or was a director or officer of the Corporation, or
any subsidiary of the Corporation, and the Corporation may indemnify a person
who is or was a party or is threatened to be made a party to any proceeding
(other than an action by or in the right of the Corporation to procure a
judgment in its favor) by reason of the fact that such person is or was an
employee or other agent of the Corporation (the &#147;Indemnitee Agent&#148;) by reason
of any action or inaction on the part of Indemnitee or Indemnitee Agent while
an officer, director or agent or by reason of the fact that Indemnitee or
Indemnitee Agent is or was serving at the request of the Corporation as a
director, officer, employee or agent of another Corporation, partnership, joint
venture, trust or other enterprise, against expenses (including subject to
Section&nbsp;6.19, attorneys&#146; fees and any expenses of establishing a right to
indemnification pursuant to this Article&nbsp;VI or under Delaware law), judgments,
fines, settlements (if such settlement is approved in advance by the
Corporation, which approval shall not be unreasonably withheld) and other
amounts actually and reasonably incurred by Indemnitee or Indemnitee Agent in
connection with such proceeding if Indemnitee or Indemnitee Agent acted in good
faith and in a manner Indemnitee or Indemnitee Agent reasonably believed to be
in or not opposed to the best interests of the Corporation and, in the case of
a criminal proceeding, if Indemnitee or Indemnitee Agent had no reasonable
cause to believe Indemnitee&#146;s or Indemnitee Agent&#146;s conduct was unlawful. The
termination


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<P align="left" style="font-size: 10pt">of any proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent shall not, of itself, create a
presumption that Indemnitee or Indemnitee Agent did not act in good faith and
in a manner which Indemnitee or Indemnitee Agent reasonably believed to be in
or not opposed to the best interests of the Corporation, or with respect to any
criminal proceedings, would not create a presumption that Indemnitee or
Indemnitee Agent had reasonable cause to believe that Indemnitee&#146;s or
Indemnitee Agent&#146;s conduct was unlawful.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6.2 Indemnification &#151; Proceedings by or in the Right of the
Corporation. The Corporation shall indemnify Indemnitee and may indemnify
Indemnitee Agent if Indemnitee, or Indemnitee Agent, as the case may be, was or
is a party or is threatened to be made a party to any proceeding in the right
of the Corporation or any subsidiary of the Corporation to procure a judgment
in its favor by reason of the fact that Indemnitee or Indemnitee Agent is or
was a director, officer, employee or other agent of the Corporation, or any
subsidiary of the Corporation, by reason of any action or inaction on the part
of Indemnitee or Indemnitee Agent while an officer, director or agent or by
reason of the fact that Indemnitee or Indemnitee Agent is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
Corporation, partnership, joint venture, trust or other enterprise, against
expenses (including subject to Section&nbsp;6.19, attorneys&#146; fees and any expenses
of establishing a right to indemnification pursuant to this Article&nbsp;VI or under
Delaware law) and, to the fullest extent permitted by law, amounts paid in
settlement, in each case to the extent actually and reasonably incurred by
Indemnitee or Indemnitee Agent in connection with the defense or settlement of
the proceeding if Indemnitee or Indemnitee Agent acted in good faith and in a
manner Indemnitee or Indemnitee Agent believed to be in or not opposed to the
best interests of the Corporation and its stockholders, except that no
indemnification shall be made with respect to any claim, issue or matter to
which Indemnitee or Indemnitee Agent shall have been adjudged to have been
liable to the Corporation in the performance of Indemnitee&#146;s or Indemnitee
Agent&#146;s duty to the Corporation and its stockholders, unless and only to the
extent that the court in which such proceeding is or was pending shall
determine upon application that, in view of all the circumstances of the case,
Indemnitee or Indemnitee Agent is fairly and reasonably entitled to indemnity
for expenses and then only to the extent that the court shall determine.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6.3 Successful Defense on Merits. To the extent that Indemnitee or
Indemnitee Agent without limitation has been successful on the merits in
defense of any proceeding referred to in Sections&nbsp;6.1 or 6.2 above, or in
defense of any claim, issue or matter therein, the Corporation shall indemnify
Indemnitee and may indemnify Indemnitee Agent against expenses (including
attorneys&#146; fees) actually and reasonably incurred by Indemnitee or Indemnitee
Agent in connection therewith. An Indemnitee shall be deemed to have been
successful on the merits, if the Plaintiff in the action does not prevail in
obtaining the relief sought in the suit or action or demanded in the claim.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6.4 Certain Terms Defined. For purposes of this Article&nbsp;VI,
references to &#147;other enterprises&#148; shall include employee benefit plans,
references to &#147;fines&#148; shall include any excise taxes assessed on Indemnitee or
Indemnitee Agent with respect to an employee benefit plan, and references to
&#147;proceeding&#148; shall include any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or investigative.
References to &#147;Corporation&#148; include all constituent Corporations absorbed in a
consolidation or merger as well as the resulting or surviving Corporation, so
that any person who is or was a director, officer, employee, or other agent of
such a constituent Corporation or who, being or having been such a director,
officer, employee or other agent of another Corporation, partnership, joint
venture, trust or other enterprise shall stand in the same position under the
provisions of this Article&nbsp;VI with respect to the resulting or surviving
Corporation as such person would if he or she had served the resulting or
surviving Corporation in the same capacity.


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6.5 Advancement of Expenses. The Corporation shall advance all
expenses incurred by Indemnitee and may advance all or any expenses incurred by
Indemnitee Agent in connection with the investigation, defense, settlement
(excluding amounts actually paid in settlement of any action, suit or
proceeding) or appeal of any civil or criminal action, suit or proceeding
referenced in Sections&nbsp;6.1 or 6.2 hereof. Indemnitee or Indemnitee Agent hereby
undertakes to repay such amounts advanced only if, and to the extent that, it
shall be determined ultimately that Indemnitee or Indemnitee Agent is not
entitled to be indemnified by the Corporation as authorized hereby. The
advances to be made hereunder shall be paid by the Corporation (i)&nbsp;to
Indemnitee within twenty (20)&nbsp;days following delivery of a written request
therefor by Indemnitee to the Corporation; and (ii)&nbsp;to Indemnitee Agent within
twenty (20)&nbsp;days following the later of a written request therefor by
Indemnitee Agent to the Corporation and determination by the Corporation to
advance expenses to Indemnitee Agent pursuant to the Corporation&#146;s
discretionary authority hereunder.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6.6 Notice of Claim. Indemnitee shall, as a condition precedent to
his or her right to be indemnified under this Article&nbsp;VI, and Indemnitee Agent
shall, as a condition precedent to his or her ability to be indemnified under
this Article&nbsp;VI, give the Corporation notice in writing as soon as practicable
of any claim made against Indemnitee or Indemnitee Agent, as the case may be,
for which indemnification will or could be sought under this Article&nbsp;VI;
provided, however, that the failure to give such notice shall not affect the
Indemnitee&#146;s rights hereunder except and only to the extent such failure
prejudiced the Corporation&#146;s ability to successfully defend the matter subject
to such notice. Notice to the Corporation shall be directed to the president
and secretary of the Corporation at the principal business office of the
Corporation with copies to Buchalter, Nemer, Fields &#038; Younger, 601 South
Figueroa Street, Suite&nbsp;2400, Los Angeles, California 90017, Attention: Mark A.
Bonenfant, Esq. (or such other address as the Corporation shall designate in
writing to Indemnitee). In addition, Indemnitee or Indemnitee Agent shall give
the Corporation such information and cooperation as it may reasonably require
and as shall be within Indemnitee&#146;s or Indemnitee Agent&#146;s power.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6.7 Enforcement Rights. Any indemnification provided for in
Sections&nbsp;6.1 or 6.2 or 6.3 shall be made no later than sixty (60)&nbsp;days after
receipt of the written request of Indemnitee. If a claim or request under this
Article&nbsp;VI, under any statute, or under any provision of the Corporation&#146;s
Certificate of Incorporation providing for indemnification is not paid by the
Corporation, or on its behalf, within sixty (60)&nbsp;days after written request for
payment thereof has been received by the Corporation, Indemnitee may, but need
not, at any time thereafter bring suit against the Corporation to recover the
unpaid amount of the claim or request, and subject to Section&nbsp;6.19, Indemnitee
shall also be entitled to be paid for the expenses (including attorneys&#146; fees)
of bringing such action. It shall be a defense to any such action (other than
an action brought to enforce a claim for expenses incurred in connection with
any action, suit or proceeding in advance of its final disposition) that
Indemnitee has not met the standards of conduct which make it permissible under
applicable law for the Corporation to indemnify Indemnitee for the amount
claimed, but the burden of proving such defense shall be on the Corporation,
and Indemnitee shall be entitled to receive interim payments of expenses
pursuant to Section&nbsp;6.5 unless and until such defense may be finally
adjudicated by court order or judgment for which no further right of appeal
exists. The parties hereto intend that if the Corporation contests Indemnitee&#146;s
right to indemnification, the question of Indemnitee&#146;s right to indemnification
shall be a decision for the court, and no presumption regarding whether the
applicable standard has been met will arise based on any determination or lack
of determination of such by the Corporation (including its Board or any
subgroup thereof, independent legal counsel or its stockholders). The Board of
Directors may, in its discretion, provide by resolution for similar or
identical enforcement rights for any Indemnitee Agent.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6.8 Assumption of Defense. In the event the Corporation shall be
obligated to pay the expenses of any proceeding against the Indemnitee or
Indemnitee Agent, as the case may be, the Corporation, if appropriate, shall be
entitled to assume the defense of such proceeding with counsel


<P align="center" style="font-size: 10pt">&nbsp;
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<P align="left" style="font-size: 10pt">approved by Indemnitee or Indemnitee Agent, which approval shall not be
unreasonably withheld, upon the delivery to Indemnitee or Indemnitee Agent of
written notice of its election so to do. After delivery of such notice,
approval of such counsel by Indemnitee or Indemnitee Agent and the retention of
such counsel by the Corporation, the Corporation will not be liable to
Indemnitee or Indemnitee Agent under this Article&nbsp;VI for any fees of counsel
subsequently incurred by Indemnitee or Indemnitee Agent with respect to the
same proceeding, unless (i)&nbsp;the employment of counsel by Indemnitee or
Indemnitee Agent is authorized by the Corporation, (ii)&nbsp;Indemnitee or
Indemnitee Agent shall have reasonably concluded, based upon written advice of
counsel, that there may be a conflict of interest of such counsel retained by
the Corporation between the Corporation and Indemnitee or Indemnitee Agent in
the conduct of such defense, or (iii)&nbsp;the Corporation ceases or terminates the
employment of such counsel with respect to the defense of such proceeding, in
any of which events then the fees and expenses of Indemnitee&#146;s or Indemnitee
Agent&#146;s counsel shall be at the expense of the Corporation. At all times,
Indemnitee or Indemnitee Agent shall have the right to employ other counsel in
any such proceeding at Indemnitee&#146;s or Indemnitee Agent&#146;s expense, and to
participate in the defense of the proceeding or claim through such counsel.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6.9 Approval of Expenses. No expenses for which indemnity shall be
sought under this Article&nbsp;VI, other than those in respect of judgments and
verdicts actually rendered, shall be incurred without the prior consent of the
Corporation, which consent shall not be unreasonably withheld.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6.10 Subrogation. In the event of payment under this Article&nbsp;VI,
the Corporation shall be subrogated to the extent of such payment to all of the
rights of recovery of the Indemnitee or Indemnitee Agent, who shall do all
things that may be necessary to secure such rights, including the execution of
such documents necessary to enable the Corporation effectively to bring suit to
enforce such rights.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6.11 Exceptions. Notwithstanding any other provision herein to the
contrary, the Corporation shall not be obligated pursuant to this Article&nbsp;VI:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Excluded Acts. To indemnify Indemnitee (i)&nbsp;as to circumstances in
which indemnity is expressly prohibited pursuant to Delaware law, (ii)&nbsp;for any
acts or omissions or transactions from which a director may not be relieved of
liability pursuant to Delaware law; or (iii)&nbsp;any act or acts of bad faith or
willful misconduct; or


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Claims Initiated By Indemnitee. To indemnify or advance expenses to
Indemnitee with respect to proceedings or claims initiated or brought
voluntarily by Indemnitee and not by way of defense, except with respect to
proceedings brought to establish or enforce a right to indemnification under
this Article&nbsp;VI or any other statute or law or as otherwise required under the
Corporations Code of Delaware, but such indemnification or advancement of
expenses may be provided by the Corporation in specific cases if the Board of
Directors has approved the initiation or bringing of such suit; or


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Lack of Good Faith. To indemnify Indemnitee for any expenses incurred
by the Indemnitee with respect to any proceeding instituted by Indemnitee to
enforce or interpret this Article&nbsp;VI, if a court of competent jurisdiction
determines that such proceeding was not made in good faith or was frivolous; or


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;Insured Claims. To indemnify Indemnitee for expenses or liabilities of
any type whatsoever (including, but not limited to, judgments, fines, ERISA
excise taxes or penalties, and amounts paid in settlement) which have been paid
directly to Indemnitee by an insurance carrier under a policy of officers&#146; and
directors&#146; liability insurance maintained by the Corporation; or


<P align="center" style="font-size: 10pt">&nbsp;
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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;Breaches of Agreements. To indemnify Indemnitee for expenses or
liabilities (including indemnification obligations of Indemnitee) of any type
whatsoever arising from his breach of an employment agreement with the
Corporation (if any) or any other agreement with the Corporation or any of its
subsidiaries; or


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;Claims Under Section&nbsp;16(b). To indemnify Indemnitee for expenses and
the payment of profits arising from the purchase and sale by Indemnitee of
securities in violation of Section 16(b) of the Exchange Act, as amended, or
any similar successor statute.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6.12 Partial Indemnification. If Indemnitee is entitled under any
provision of this Article&nbsp;VI to indemnification by the Corporation for some or
a portion of the expenses, judgments, fines or penalties actually or reasonably
incurred by the Indemnitee in the investigation, defense, appeal or settlement
of any civil or criminal action, suit or proceeding, but not, however, for the
total amount thereof, the Corporation shall nevertheless indemnify Indemnitee
for the portion of such expenses, judgments, fines or penalties to which
Indemnitee is entitled.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6.13 Coverage. All rights to indemnification under this Article&nbsp;VI
shall be deemed to be provided by a contract between the Corporation and the
Indemnitee in which the Corporation hereby agrees except as expressly provided
in these bylaws to indemnify Indemnitee to the fullest extent permitted by law,
notwithstanding that such indemnification is not specifically authorized by the
Corporation&#146;s Certificate of Incorporation, these bylaws or by statute. Any
repeal or modification of these bylaws, the Corporations Code of Delaware or
any other applicable law shall not affect any rights or obligations then
existing under this Article&nbsp;VI. The provisions of this Article&nbsp;VI shall
continue as to Indemnitee and Indemnitee Agent for any action taken or not
taken while serving in an indemnified capacity even though the Indemnitee or
Indemnitee Agent may have ceased to serve in such capacity at the time of any
action, suit or other covered proceeding. This Article&nbsp;VI shall be binding upon
the Corporation and its successors and assigns and shall inure to the benefit
of Indemnitee and Indemnitee Agent and Indemnitee&#146;s and Indemnitee Agent&#146;s
estate, heirs, legal representatives and assigns.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6.14 Non-exclusivity. Nothing herein shall be deemed to diminish
or otherwise restrict any rights to which Indemnitee or Indemnitee Agent may be
entitled under the Corporation&#146;s Certificate of Incorporation, any agreement,
any vote of stockholders or disinterested directors, or, except as expressly
provided herein, under the laws of the State of Delaware.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6.15 Severability. Nothing in this Article&nbsp;VI is intended to
require or shall be construed as requiring the Corporation to do or fail to do
any act in violation of applicable law. If this Article&nbsp;VI or any portion
hereof shall be invalidated on any ground by any court of competent
jurisdiction, then the Corporation shall nevertheless indemnify Indemnitee or
Indemnitee Agent to the fullest extent permitted by any applicable portion of
this Article&nbsp;VI that shall not have been invalidated.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6.16 Mutual Acknowledgment. Both the Corporation and Indemnitee
acknowledge that in certain instances, Federal law or applicable public policy
may prohibit the Corporation from indemnifying its directors and officers under
this Article&nbsp;VI or otherwise. Indemnitee understands and acknowledges that the
Corporation has undertaken or may be required in the future to undertake with
the Securities and Exchange Commission to submit the question of
indemnification to a court in certain circumstances for a determination of the
Corporation&#146;s right under public policy to indemnify Indemnitee.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6.17 Officer and Director Liability Insurance. The Corporation
shall, from time to time, make the good faith determination whether or not it
is practicable for the Corporation to obtain and maintain a policy or policies
of insurance with reputable insurance companies providing the officers and
directors of the Corporation with coverage for losses from wrongful acts, or to
ensure the Corporation&#146;s


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<P align="left" style="font-size: 10pt">performance of its indemnification obligations under this Article&nbsp;VI.
Among other considerations, the Corporation will weigh the costs of obtaining
such insurance coverage against the protection afforded by such coverage.
Notwithstanding the foregoing, the Corporation shall have no obligation to
obtain or maintain such insurance if the Corporation determines in good faith
that such insurance is not reasonably available, if the premium costs for such
insurance are disproportionate to the amount of coverage provided, if the
coverage provided by such insurance is limited by exclusions so as to provide
an insufficient benefit, or if Indemnitee is covered by similar insurance
maintained by a subsidiary or parent of the Corporation.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6.18 Notice to Insurers. If, at the time of the receipt of a
notice of a claim pursuant to Section&nbsp;6.6 hereof, the Corporation has director
and officer liability insurance in effect, the Corporation shall give prompt
notice of the commencement of such proceeding to the insurers in accordance
with the procedures set forth in the respective policies. The Corporation shall
thereafter take all necessary or desirable action to cause such insurers to
pay, on behalf of the Indemnitee, all amounts payable as a result of such
proceeding in accordance with the terms of such policies.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6.19 Attorneys&#146; Fees. In the event that any action is instituted
by Indemnitee under this Article&nbsp;VI to enforce or interpret any of the terms
hereof, Indemnitee shall be entitled to be paid all court costs and expenses,
including reasonable attorneys&#146; fees, incurred by Indemnitee with respect to
such action, unless as a part of such action, the court of competent
jurisdiction determines that the action was not instituted in good faith or was
frivolous. In the event of an action instituted by or in the name of the
Corporation under this Article&nbsp;VI, or to enforce or interpret any of the terms
of this Article&nbsp;VI, Indemnitee shall be entitled to be paid all court costs and
expenses, including attorneys&#146; fees, incurred by Indemnitee in defense of such
action (including with respect to Indemnitee&#146;s counterclaims and cross-claims
made in such action), unless as a part of such action the court determines that
Indemnitee&#146;s defenses to such action were not made in good faith or were
frivolous. The Board of Directors may, in its discretion, provide by resolution
for payment of such attorneys&#146; fees to any Indemnitee Agent.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6.20 Notice. All notices, requests, demands and other
communications under this Article&nbsp;VI shall be in writing and shall be deemed
duly given (i)&nbsp;if delivered by hand and receipted for by the addressee, on the
date of such receipt, or (ii)&nbsp;if mailed by domestic certified or registered
mail with postage prepaid, on the third business day after the date postmarked.

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<P align="left" style="font-size: 10pt"><B>Item&nbsp;7. Exemption from Registration Claimed</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.

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<P align="left" style="font-size: 10pt"><B>Item&nbsp;8. Exhibits</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8:

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="90%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Number</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Exhibit</B><HR size="1" noshade></TD>
</TR>


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<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Simpson Thacher &#038; Bartlett LLP as to the legality of the shares being registered</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.1*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Pacific Union Bank 2000 Stock Option Plan</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Simpson Thacher &#038; Bartlett LLP (included in Exhibit&nbsp;5.1)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of KPMG LLP</TD>
</TR>


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</DIV>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="90%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Number</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Exhibit</B><HR size="1" noshade></TD>
</TR>


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<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (included on the signature pages of this Registration Statement)</TD>
</TR>


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</TABLE>
</DIV>




<P>

<HR size="1" width="18%" align="left" noshade>


<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top">
    <TD width="1%" nowrap align="right">*</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Incorporated by reference to Exhibit&nbsp;10.4 to the Registrant&#146;s
Registration Statement on Form S-4 (File No.&nbsp;333-112606), as amended,
filed with the Commission on February&nbsp;9, 2004.</TD>
</TR>

</TABLE>


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<P align="left" style="font-size: 10pt"><B>Item&nbsp;9. Undertakings</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The undersigned Registrant hereby undertakes:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;To include any prospectus required by section 10(a)(3) of the
Securities Act;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20&nbsp;percent change in the
maximum aggregate offering price set forth in the &#147;Calculation of Registration
Fee&#148; table in the effective Registration Statement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement; provided,
however, that paragraphs 1(i) and 1(ii) do not apply if the Registration
Statement is on Form S-3, Form S-8 or Form F-3, and the information required to
be included in a post-effective amendment by these paragraphs is contained in
periodic reports filed with or furnished to the Commission by the undersigned
Registrant pursuant to Section&nbsp;13 or 15 (d)&nbsp;of the Exchange Act that are
incorporated by reference in this Registration Statement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant&#146;s annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan&#146;s annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or


<P align="center" style="font-size: 10pt">&nbsp;
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<P align="left" style="font-size: 10pt">otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities 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
Securities Act and will be governed by the final adjudication of such issue.


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<!-- link1 "SIGNATURE" -->
<DIV align="left"><A NAME="011"></A></DIV>

<P align="center" style="font-size: 10pt"><B>SIGNATURE</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and 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, on this
19th day
of May, 2004.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="54%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
</TR>

<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">HANMI FINANCIAL CORPORATION</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ JAE WHAN YOO</TD>
</TR>

<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR size="1" noshade>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Jae Whan Yoo<BR>
President and Chief Executive Officer</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>

<P align="center" style="font-size: 10pt"><B>SIGNATURES AND POWER OF ATTORNEY</B>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The officers and directors of Hanmi Financial Corporation whose signatures
appear below, hereby constitute and appoint Jae Whan Yoo and Michael J.
Winiarski and each of them, their true and lawful attorneys and agents, with
full power of substitution, each with power to act alone, to sign and execute
on behalf of the undersigned any amendment or amendments to this registration
statement on Form S-8, and each of the undersigned does hereby ratify and
confirm all that each of said attorney and agent, or their, his or her
substitutes, shall do or cause to be done by virtue hereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

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    <TD width="5%">&nbsp;</TD>
    <TD width="25%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="25%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Signature</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Title</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Date</B><HR size="1" noshade></TD>
</TR>


<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">/s/ JAE WHAN YOO<BR>
<HR align="center" size="1" noshade>
Jae Whan Yoo
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">President and Chief Executive
Officer
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">May&nbsp;19, 2004</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">/s/ MICHAEL J. WINIARSKI<BR>
<HR align="center" size="1" noshade>
Michael J. Winiarski
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Senior Vice President and<BR>
Chief Financial Officer (principal<BR> financial and accounting officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">May&nbsp;19, 2004</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">/s/ UNG KYUN AHN<BR>
<HR align="center" size="1" noshade>
Ung Kyun Ahn
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">May&nbsp;19, 2004</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">/s/ RICHARD B.C. LEE<BR>
<HR align="center" size="1" noshade>
Richard B.C. Lee
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">May&nbsp;19, 2004</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">/s/ JOSEPH K. RHO<BR>
<HR align="center" size="1" noshade>
Joseph K. Rho
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">May&nbsp;19, 2004</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">/s/ I JOON AHN<BR>
<HR align="center" size="1" noshade>
I Joon Ahn
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">May&nbsp;19, 2004</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">/s/ JOON H. LEE<BR>
<HR align="center" size="1" noshade>
Joon H. Lee
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">May&nbsp;19, 2004</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">/s/ STUART S. AHN<BR>
<HR align="center" size="1" noshade>
Stuart S. Ahn
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">May&nbsp;19, 2004</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">/s/ CHANG KYU PARK<BR>
<HR align="center" size="1" noshade>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">May&nbsp;19, 2004</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">Chang Kyu Park</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>

<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="25%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="25%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Signature</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Title</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Date</B><HR size="1" noshade></TD>
</TR>


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<TR valign="bottom">
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">/s/ M. CHRISTIAN MITCHELL<BR>
<HR align="center" size="1" noshade>
M. Christian Mitchell
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">May&nbsp;19, 2004</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">/s/ WON R. YOON<BR>
<HR align="center" size="1" noshade>
Won R. Yoon
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">May&nbsp;19, 2004</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">&nbsp;<BR>
<HR align="center" size="1" noshade>
William J. Ruh
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">May&nbsp;19, 2004</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">&nbsp;<BR>
<HR align="center" size="1" noshade>
Kraig A. Kupiec
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">May&nbsp;19, 2004</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

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<DIV align="left"><A NAME="012"></A></DIV>

<P align="center" style="font-size: 10pt"><B>EXHIBIT INDEX</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

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    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="90%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Number</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Exhibit</B><HR size="1" noshade></TD>
</TR>


<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Simpson Thacher &#038; Bartlett LLP as to the legality of the shares being registered</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Pacific Union Bank 2000 Stock Option Plan*&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Simpson Thacher &#038; Bartlett LLP (included in Exhibit&nbsp;5.1)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of KPMG LLP</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (included on the signature pages of this Registration Statement)</TD>
</TR>


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</DIV>




<P>

<HR size="1" width="18%" align="left" noshade>


<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top">
    <TD width="1%" nowrap align="right">*</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Incorporated by reference to Exhibit&nbsp;10.4 to the Registrant&#146;s
Registration Statement on Form S-4 (File No.&nbsp;333-112606), as amended,
filed with the Commission on February&nbsp;9, 2004.</TD>
</TR>

</TABLE>


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

</BODY>
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HANMI FINANCIAL CORPORATION
Table of Contents
As filed with the Securities and Exchange Commission on May 21, 2004
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HANMI FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
95-4788120
(I.R.S. Employer Identification Number)
3660 Wilshire Boulevard
Suite PH-A
Los Angeles, California 90010
(213) 382-2200
(Address, including ZIP Code and Telephone Number,
Including Area Code, of Principal Executive Offices)
PACIFIC UNION BANK 2000 STOCK OPTION PLAN (1)
(Full Title of Plan)
Jae Whan Yoo
President and Chief Executive Officer
3660 Wilshire Boulevard
Suite PH-A
Los Angeles, California 90010
(213) 382-2200
Copy to:
Lee Meyerson, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
CALCULATION OF REGISTRATION FEE
Proposed
Maximum
Proposed Maximum
Amount of
Amount
Offering
Aggregate Offering
Registration
Title of Securities to be Registered
to be Registered (1)(2)
Price Per Share (3)
Price (3)
Statement Fee
Common Stock, $0.001 per share
68,707
$
10.2152
$
701,856
$
89
(1)
Pursuant to that certain Agreement and Plan of Merger dated as of
December 22, 2003 (the "Merger Agreement"), by and among the Registrant,
Hanmi Bank ("Hanmi Bank"), a California banking corporation and a direct
wholly-owned subsidiary of the Registrant, and Pacific Union Bank ("PUB"),
a California banking corporation, PUB was merged with and into Hanmi Bank
with Hanmi Bank being the surviving corporation effective April 30, 2004.
In accordance with the Merger Agreement, all outstanding options under
PUB's 2000 Stock Option Plan (the "Plan") have been assumed by the
Registrant and have been converted into options to acquire, in the
aggregate, 68,707 shares of the Registrant's common stock, which shares
are being registered hereby.
Table of Contents
(2)
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,
this registration statement is deemed to include additional shares of the
Registrant's common stock that may be offered or issued in connection with
any stock split, stock dividend or similar transaction.
(3)
Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) of the Securities Act of 1933, as amended,
based upon the weighted average exercise price per share ($10.2152) for
68,707 shares subject to outstanding options previously granted under the
Plan.
This registration statement will become effective upon filing in
accordance with Rule 462(a) under the Securities Act.
TABLE OF CONTENTS
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Item 4. Description of the Securities
Item 5. Interests of Named Experts and Counsel
Item 6. Indemnification of Directors and Officers
Item 7. Exemption from Registration Claimed
Item 8. Exhibits
Item 9. Undertakings
SIGNATURE
EXHIBIT INDEX
EXHIBIT 5.1
EXHIBIT 23.2
Table of Contents
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I will be
sent or given to employees as specified by Rule 428(b)(1) of the Securities Act
of 1933, as amended (the "Securities Act"). Such documents are not being filed
with the Securities and Exchange Commission (the "Commission") either as part
of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities Act. Such documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II hereof, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed with the Commission by the
Registrant are incorporated herein by reference:
(a)
Annual Report on Form 10-K filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), containing audited financial statements for the
Registrant's latest fiscal year ended December 31, 2003 as filed
with the Commission on March 15, 2004, as amended by Form 10-K/A
filed with the Commission on March 22, 2004;
(b)
Quarterly Report on Form 10-Q for the quarter ended March 31,
2004 as filed with the Commission on May 10, 2004;
(c)
Current Reports on Form 8-K filed on January 9, 2004, January
27, 2004, January 30, 2004, March 10, 2004, April 22, 2004, April
28, 2004 and May 3, 2004; and
(d)
The description of the Registrant's Common Stock contained in
its registration statement filed under Section 12 of the Exchange
Act, and any amendment or report filed for the purpose of updating
that description.
In addition, all documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any subsequently filed document
which also is incorporated or deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
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Item 4. Description of the Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
In accordance with the General Corporation Law of the State of Delaware,
Articles X and XI of the Registrant's Certificate of Incorporation and Article
VI of the Registrant's Bylaws provide as follows:
ARTICLE X OF CERTIFICATE OF INCORPORATION
To the fullest extent permitted by the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended, the
Corporation shall indemnify and advance indemnification expenses on behalf of
all directors and officers of the Corporation. The Corporation shall indemnify
such other persons as may be required by statute or by the bylaws of the
Corporation.
ARTICLE XI OF CERTIFICATE OF INCORPORATION
To the fullest extent permitted by the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended, a director of
the Corporation shall not be liable to the Corporation or its stockholders for
monetary damages for a breach of his\her fiduciary duty as a director. No
amendment to or repeal of this Article XI shall apply to or have any effect on
the liability or alleged liability of a director of the Corporation for or with
respect to any acts or omissions of such director occurring prior to such
amendment or repeal.
ARTICLE VI OF BYLAWS – INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES
AND OTHER AGENTS
Section 6.1 Indemnification — Third Party Proceedings. The Corporation
shall indemnify any person (the "Indemnitee") who is or was a party or is
threatened to be made a party to any proceeding (other than an action by or in
the right of the Corporation to procure a judgment in its favor) by reason of
the fact that Indemnitee is or was a director or officer of the Corporation, or
any subsidiary of the Corporation, and the Corporation may indemnify a person
who is or was a party or is threatened to be made a party to any proceeding
(other than an action by or in the right of the Corporation to procure a
judgment in its favor) by reason of the fact that such person is or was an
employee or other agent of the Corporation (the "Indemnitee Agent") by reason
of any action or inaction on the part of Indemnitee or Indemnitee Agent while
an officer, director or agent or by reason of the fact that Indemnitee or
Indemnitee Agent is or was serving at the request of the Corporation as a
director, officer, employee or agent of another Corporation, partnership, joint
venture, trust or other enterprise, against expenses (including subject to
Section 6.19, attorneys' fees and any expenses of establishing a right to
indemnification pursuant to this Article VI or under Delaware law), judgments,
fines, settlements (if such settlement is approved in advance by the
Corporation, which approval shall not be unreasonably withheld) and other
amounts actually and reasonably incurred by Indemnitee or Indemnitee Agent in
connection with such proceeding if Indemnitee or Indemnitee Agent acted in good
faith and in a manner Indemnitee or Indemnitee Agent reasonably believed to be
in or not opposed to the best interests of the Corporation and, in the case of
a criminal proceeding, if Indemnitee or Indemnitee Agent had no reasonable
cause to believe Indemnitee's or Indemnitee Agent's conduct was unlawful. The
termination
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of any proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent shall not, of itself, create a
presumption that Indemnitee or Indemnitee Agent did not act in good faith and
in a manner which Indemnitee or Indemnitee Agent reasonably believed to be in
or not opposed to the best interests of the Corporation, or with respect to any
criminal proceedings, would not create a presumption that Indemnitee or
Indemnitee Agent had reasonable cause to believe that Indemnitee's or
Indemnitee Agent's conduct was unlawful.
Section 6.2 Indemnification — Proceedings by or in the Right of the
Corporation. The Corporation shall indemnify Indemnitee and may indemnify
Indemnitee Agent if Indemnitee, or Indemnitee Agent, as the case may be, was or
is a party or is threatened to be made a party to any proceeding in the right
of the Corporation or any subsidiary of the Corporation to procure a judgment
in its favor by reason of the fact that Indemnitee or Indemnitee Agent is or
was a director, officer, employee or other agent of the Corporation, or any
subsidiary of the Corporation, by reason of any action or inaction on the part
of Indemnitee or Indemnitee Agent while an officer, director or agent or by
reason of the fact that Indemnitee or Indemnitee Agent is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
Corporation, partnership, joint venture, trust or other enterprise, against
expenses (including subject to Section 6.19, attorneys' fees and any expenses
of establishing a right to indemnification pursuant to this Article VI or under
Delaware law) and, to the fullest extent permitted by law, amounts paid in
settlement, in each case to the extent actually and reasonably incurred by
Indemnitee or Indemnitee Agent in connection with the defense or settlement of
the proceeding if Indemnitee or Indemnitee Agent acted in good faith and in a
manner Indemnitee or Indemnitee Agent believed to be in or not opposed to the
best interests of the Corporation and its stockholders, except that no
indemnification shall be made with respect to any claim, issue or matter to
which Indemnitee or Indemnitee Agent shall have been adjudged to have been
liable to the Corporation in the performance of Indemnitee's or Indemnitee
Agent's duty to the Corporation and its stockholders, unless and only to the
extent that the court in which such proceeding is or was pending shall
determine upon application that, in view of all the circumstances of the case,
Indemnitee or Indemnitee Agent is fairly and reasonably entitled to indemnity
for expenses and then only to the extent that the court shall determine.
Section 6.3 Successful Defense on Merits. To the extent that Indemnitee or
Indemnitee Agent without limitation has been successful on the merits in
defense of any proceeding referred to in Sections 6.1 or 6.2 above, or in
defense of any claim, issue or matter therein, the Corporation shall indemnify
Indemnitee and may indemnify Indemnitee Agent against expenses (including
attorneys' fees) actually and reasonably incurred by Indemnitee or Indemnitee
Agent in connection therewith. An Indemnitee shall be deemed to have been
successful on the merits, if the Plaintiff in the action does not prevail in
obtaining the relief sought in the suit or action or demanded in the claim.
Section 6.4 Certain Terms Defined. For purposes of this Article VI,
references to "other enterprises" shall include employee benefit plans,
references to "fines" shall include any excise taxes assessed on Indemnitee or
Indemnitee Agent with respect to an employee benefit plan, and references to
"proceeding" shall include any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or investigative.
References to "Corporation" include all constituent Corporations absorbed in a
consolidation or merger as well as the resulting or surviving Corporation, so
that any person who is or was a director, officer, employee, or other agent of
such a constituent Corporation or who, being or having been such a director,
officer, employee or other agent of another Corporation, partnership, joint
venture, trust or other enterprise shall stand in the same position under the
provisions of this Article VI with respect to the resulting or surviving
Corporation as such person would if he or she had served the resulting or
surviving Corporation in the same capacity.
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Section 6.5 Advancement of Expenses. The Corporation shall advance all
expenses incurred by Indemnitee and may advance all or any expenses incurred by
Indemnitee Agent in connection with the investigation, defense, settlement
(excluding amounts actually paid in settlement of any action, suit or
proceeding) or appeal of any civil or criminal action, suit or proceeding
referenced in Sections 6.1 or 6.2 hereof. Indemnitee or Indemnitee Agent hereby
undertakes to repay such amounts advanced only if, and to the extent that, it
shall be determined ultimately that Indemnitee or Indemnitee Agent is not
entitled to be indemnified by the Corporation as authorized hereby. The
advances to be made hereunder shall be paid by the Corporation (i) to
Indemnitee within twenty (20) days following delivery of a written request
therefor by Indemnitee to the Corporation; and (ii) to Indemnitee Agent within
twenty (20) days following the later of a written request therefor by
Indemnitee Agent to the Corporation and determination by the Corporation to
advance expenses to Indemnitee Agent pursuant to the Corporation's
discretionary authority hereunder.
Section 6.6 Notice of Claim. Indemnitee shall, as a condition precedent to
his or her right to be indemnified under this Article VI, and Indemnitee Agent
shall, as a condition precedent to his or her ability to be indemnified under
this Article VI, give the Corporation notice in writing as soon as practicable
of any claim made against Indemnitee or Indemnitee Agent, as the case may be,
for which indemnification will or could be sought under this Article VI;
provided, however, that the failure to give such notice shall not affect the
Indemnitee's rights hereunder except and only to the extent such failure
prejudiced the Corporation's ability to successfully defend the matter subject
to such notice. Notice to the Corporation shall be directed to the president
and secretary of the Corporation at the principal business office of the
Corporation with copies to Buchalter, Nemer, Fields & Younger, 601 South
Figueroa Street, Suite 2400, Los Angeles, California 90017, Attention: Mark A.
Bonenfant, Esq. (or such other address as the Corporation shall designate in
writing to Indemnitee). In addition, Indemnitee or Indemnitee Agent shall give
the Corporation such information and cooperation as it may reasonably require
and as shall be within Indemnitee's or Indemnitee Agent's power.
Section 6.7 Enforcement Rights. Any indemnification provided for in
Sections 6.1 or 6.2 or 6.3 shall be made no later than sixty (60) days after
receipt of the written request of Indemnitee. If a claim or request under this
Article VI, under any statute, or under any provision of the Corporation's
Certificate of Incorporation providing for indemnification is not paid by the
Corporation, or on its behalf, within sixty (60) days after written request for
payment thereof has been received by the Corporation, Indemnitee may, but need
not, at any time thereafter bring suit against the Corporation to recover the
unpaid amount of the claim or request, and subject to Section 6.19, Indemnitee
shall also be entitled to be paid for the expenses (including attorneys' fees)
of bringing such action. It shall be a defense to any such action (other than
an action brought to enforce a claim for expenses incurred in connection with
any action, suit or proceeding in advance of its final disposition) that
Indemnitee has not met the standards of conduct which make it permissible under
applicable law for the Corporation to indemnify Indemnitee for the amount
claimed, but the burden of proving such defense shall be on the Corporation,
and Indemnitee shall be entitled to receive interim payments of expenses
pursuant to Section 6.5 unless and until such defense may be finally
adjudicated by court order or judgment for which no further right of appeal
exists. The parties hereto intend that if the Corporation contests Indemnitee's
right to indemnification, the question of Indemnitee's right to indemnification
shall be a decision for the court, and no presumption regarding whether the
applicable standard has been met will arise based on any determination or lack
of determination of such by the Corporation (including its Board or any
subgroup thereof, independent legal counsel or its stockholders). The Board of
Directors may, in its discretion, provide by resolution for similar or
identical enforcement rights for any Indemnitee Agent.
Section 6.8 Assumption of Defense. In the event the Corporation shall be
obligated to pay the expenses of any proceeding against the Indemnitee or
Indemnitee Agent, as the case may be, the Corporation, if appropriate, shall be
entitled to assume the defense of such proceeding with counsel
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approved by Indemnitee or Indemnitee Agent, which approval shall not be
unreasonably withheld, upon the delivery to Indemnitee or Indemnitee Agent of
written notice of its election so to do. After delivery of such notice,
approval of such counsel by Indemnitee or Indemnitee Agent and the retention of
such counsel by the Corporation, the Corporation will not be liable to
Indemnitee or Indemnitee Agent under this Article VI for any fees of counsel
subsequently incurred by Indemnitee or Indemnitee Agent with respect to the
same proceeding, unless (i) the employment of counsel by Indemnitee or
Indemnitee Agent is authorized by the Corporation, (ii) Indemnitee or
Indemnitee Agent shall have reasonably concluded, based upon written advice of
counsel, that there may be a conflict of interest of such counsel retained by
the Corporation between the Corporation and Indemnitee or Indemnitee Agent in
the conduct of such defense, or (iii) the Corporation ceases or terminates the
employment of such counsel with respect to the defense of such proceeding, in
any of which events then the fees and expenses of Indemnitee's or Indemnitee
Agent's counsel shall be at the expense of the Corporation. At all times,
Indemnitee or Indemnitee Agent shall have the right to employ other counsel in
any such proceeding at Indemnitee's or Indemnitee Agent's expense, and to
participate in the defense of the proceeding or claim through such counsel.
Section 6.9 Approval of Expenses. No expenses for which indemnity shall be
sought under this Article VI, other than those in respect of judgments and
verdicts actually rendered, shall be incurred without the prior consent of the
Corporation, which consent shall not be unreasonably withheld.
Section 6.10 Subrogation. In the event of payment under this Article VI,
the Corporation shall be subrogated to the extent of such payment to all of the
rights of recovery of the Indemnitee or Indemnitee Agent, who shall do all
things that may be necessary to secure such rights, including the execution of
such documents necessary to enable the Corporation effectively to bring suit to
enforce such rights.
Section 6.11 Exceptions. Notwithstanding any other provision herein to the
contrary, the Corporation shall not be obligated pursuant to this Article VI:
(a) Excluded Acts. To indemnify Indemnitee (i) as to circumstances in
which indemnity is expressly prohibited pursuant to Delaware law, (ii) for any
acts or omissions or transactions from which a director may not be relieved of
liability pursuant to Delaware law; or (iii) any act or acts of bad faith or
willful misconduct; or
(b) Claims Initiated By Indemnitee. To indemnify or advance expenses to
Indemnitee with respect to proceedings or claims initiated or brought
voluntarily by Indemnitee and not by way of defense, except with respect to
proceedings brought to establish or enforce a right to indemnification under
this Article VI or any other statute or law or as otherwise required under the
Corporations Code of Delaware, but such indemnification or advancement of
expenses may be provided by the Corporation in specific cases if the Board of
Directors has approved the initiation or bringing of such suit; or
(c) Lack of Good Faith. To indemnify Indemnitee for any expenses incurred
by the Indemnitee with respect to any proceeding instituted by Indemnitee to
enforce or interpret this Article VI, if a court of competent jurisdiction
determines that such proceeding was not made in good faith or was frivolous; or
(d) Insured Claims. To indemnify Indemnitee for expenses or liabilities of
any type whatsoever (including, but not limited to, judgments, fines, ERISA
excise taxes or penalties, and amounts paid in settlement) which have been paid
directly to Indemnitee by an insurance carrier under a policy of officers' and
directors' liability insurance maintained by the Corporation; or
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(e) Breaches of Agreements. To indemnify Indemnitee for expenses or
liabilities (including indemnification obligations of Indemnitee) of any type
whatsoever arising from his breach of an employment agreement with the
Corporation (if any) or any other agreement with the Corporation or any of its
subsidiaries; or
(f) Claims Under Section 16(b). To indemnify Indemnitee for expenses and
the payment of profits arising from the purchase and sale by Indemnitee of
securities in violation of Section 16(b) of the Exchange Act, as amended, or
any similar successor statute.
Section 6.12 Partial Indemnification. If Indemnitee is entitled under any
provision of this Article VI to indemnification by the Corporation for some or
a portion of the expenses, judgments, fines or penalties actually or reasonably
incurred by the Indemnitee in the investigation, defense, appeal or settlement
of any civil or criminal action, suit or proceeding, but not, however, for the
total amount thereof, the Corporation shall nevertheless indemnify Indemnitee
for the portion of such expenses, judgments, fines or penalties to which
Indemnitee is entitled.
Section 6.13 Coverage. All rights to indemnification under this Article VI
shall be deemed to be provided by a contract between the Corporation and the
Indemnitee in which the Corporation hereby agrees except as expressly provided
in these bylaws to indemnify Indemnitee to the fullest extent permitted by law,
notwithstanding that such indemnification is not specifically authorized by the
Corporation's Certificate of Incorporation, these bylaws or by statute. Any
repeal or modification of these bylaws, the Corporations Code of Delaware or
any other applicable law shall not affect any rights or obligations then
existing under this Article VI. The provisions of this Article VI shall
continue as to Indemnitee and Indemnitee Agent for any action taken or not
taken while serving in an indemnified capacity even though the Indemnitee or
Indemnitee Agent may have ceased to serve in such capacity at the time of any
action, suit or other covered proceeding. This Article VI shall be binding upon
the Corporation and its successors and assigns and shall inure to the benefit
of Indemnitee and Indemnitee Agent and Indemnitee's and Indemnitee Agent's
estate, heirs, legal representatives and assigns.
Section 6.14 Non-exclusivity. Nothing herein shall be deemed to diminish
or otherwise restrict any rights to which Indemnitee or Indemnitee Agent may be
entitled under the Corporation's Certificate of Incorporation, any agreement,
any vote of stockholders or disinterested directors, or, except as expressly
provided herein, under the laws of the State of Delaware.
Section 6.15 Severability. Nothing in this Article VI is intended to
require or shall be construed as requiring the Corporation to do or fail to do
any act in violation of applicable law. If this Article VI or any portion
hereof shall be invalidated on any ground by any court of competent
jurisdiction, then the Corporation shall nevertheless indemnify Indemnitee or
Indemnitee Agent to the fullest extent permitted by any applicable portion of
this Article VI that shall not have been invalidated.
Section 6.16 Mutual Acknowledgment. Both the Corporation and Indemnitee
acknowledge that in certain instances, Federal law or applicable public policy
may prohibit the Corporation from indemnifying its directors and officers under
this Article VI or otherwise. Indemnitee understands and acknowledges that the
Corporation has undertaken or may be required in the future to undertake with
the Securities and Exchange Commission to submit the question of
indemnification to a court in certain circumstances for a determination of the
Corporation's right under public policy to indemnify Indemnitee.
Section 6.17 Officer and Director Liability Insurance. The Corporation
shall, from time to time, make the good faith determination whether or not it
is practicable for the Corporation to obtain and maintain a policy or policies
of insurance with reputable insurance companies providing the officers and
directors of the Corporation with coverage for losses from wrongful acts, or to
ensure the Corporation's
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performance of its indemnification obligations under this Article VI.
Among other considerations, the Corporation will weigh the costs of obtaining
such insurance coverage against the protection afforded by such coverage.
Notwithstanding the foregoing, the Corporation shall have no obligation to
obtain or maintain such insurance if the Corporation determines in good faith
that such insurance is not reasonably available, if the premium costs for such
insurance are disproportionate to the amount of coverage provided, if the
coverage provided by such insurance is limited by exclusions so as to provide
an insufficient benefit, or if Indemnitee is covered by similar insurance
maintained by a subsidiary or parent of the Corporation.
Section 6.18 Notice to Insurers. If, at the time of the receipt of a
notice of a claim pursuant to Section 6.6 hereof, the Corporation has director
and officer liability insurance in effect, the Corporation shall give prompt
notice of the commencement of such proceeding to the insurers in accordance
with the procedures set forth in the respective policies. The Corporation shall
thereafter take all necessary or desirable action to cause such insurers to
pay, on behalf of the Indemnitee, all amounts payable as a result of such
proceeding in accordance with the terms of such policies.
Section 6.19 Attorneys' Fees. In the event that any action is instituted
by Indemnitee under this Article VI to enforce or interpret any of the terms
hereof, Indemnitee shall be entitled to be paid all court costs and expenses,
including reasonable attorneys' fees, incurred by Indemnitee with respect to
such action, unless as a part of such action, the court of competent
jurisdiction determines that the action was not instituted in good faith or was
frivolous. In the event of an action instituted by or in the name of the
Corporation under this Article VI, or to enforce or interpret any of the terms
of this Article VI, Indemnitee shall be entitled to be paid all court costs and
expenses, including attorneys' fees, incurred by Indemnitee in defense of such
action (including with respect to Indemnitee's counterclaims and cross-claims
made in such action), unless as a part of such action the court determines that
Indemnitee's defenses to such action were not made in good faith or were
frivolous. The Board of Directors may, in its discretion, provide by resolution
for payment of such attorneys' fees to any Indemnitee Agent.
Section 6.20 Notice. All notices, requests, demands and other
communications under this Article VI shall be in writing and shall be deemed
duly given (i) if delivered by hand and receipted for by the addressee, on the
date of such receipt, or (ii) if mailed by domestic certified or registered
mail with postage prepaid, on the third business day after the date postmarked.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8:
Exhibit
Number
Exhibit
5.1
Opinion of Simpson Thacher & Bartlett LLP as to the legality of the shares being registered
10.1*
Pacific Union Bank 2000 Stock Option Plan
23.1
Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1)
23.2
Consent of KPMG LLP
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Exhibit
Number
Exhibit
24.1
Power of Attorney (included on the signature pages of this Registration Statement)
*
Incorporated by reference to Exhibit 10.4 to the Registrant's
Registration Statement on Form S-4 (File No. 333-112606), as amended,
filed with the Commission on February 9, 2004.
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement; provided,
however, that paragraphs 1(i) and 1(ii) do not apply if the Registration
Statement is on Form S-3, Form S-8 or Form F-3, and the information required to
be included in a post-effective amendment by these paragraphs is contained in
periodic reports filed with or furnished to the Commission by the undersigned
Registrant pursuant to Section 13 or 15 (d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
2. That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
4. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
5. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or
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otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities 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
Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and 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, on this
19th day
of May, 2004.
HANMI FINANCIAL CORPORATION
By:
/s/ JAE WHAN YOO
Jae Whan Yoo
President and Chief Executive Officer
SIGNATURES AND POWER OF ATTORNEY
The officers and directors of Hanmi Financial Corporation whose signatures
appear below, hereby constitute and appoint Jae Whan Yoo and Michael J.
Winiarski and each of them, their true and lawful attorneys and agents, with
full power of substitution, each with power to act alone, to sign and execute
on behalf of the undersigned any amendment or amendments to this registration
statement on Form S-8, and each of the undersigned does hereby ratify and
confirm all that each of said attorney and agent, or their, his or her
substitutes, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature
Title
Date
/s/ JAE WHAN YOO
Jae Whan Yoo
President and Chief Executive
Officer
May 19, 2004
/s/ MICHAEL J. WINIARSKI
Michael J. Winiarski
Senior Vice President and
Chief Financial Officer (principal
financial and accounting officer)
May 19, 2004
/s/ UNG KYUN AHN
Ung Kyun Ahn
Director
May 19, 2004
/s/ RICHARD B.C. LEE
Richard B.C. Lee
Director
May 19, 2004
/s/ JOSEPH K. RHO
Joseph K. Rho
Director
May 19, 2004
/s/ I JOON AHN
I Joon Ahn
Director
May 19, 2004
/s/ JOON H. LEE
Joon H. Lee
Director
May 19, 2004
/s/ STUART S. AHN
Stuart S. Ahn
Director
May 19, 2004
/s/ CHANG KYU PARK
Director
May 19, 2004
Chang Kyu Park
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Signature
Title
Date
/s/ M. CHRISTIAN MITCHELL
M. Christian Mitchell
Director
May 19, 2004
/s/ WON R. YOON
Won R. Yoon
Director
May 19, 2004
William J. Ruh
Director
May 19, 2004
Kraig A. Kupiec
Director
May 19, 2004
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EXHIBIT INDEX
Exhibit
Number
Exhibit
5.1
Opinion of Simpson Thacher & Bartlett LLP as to the legality of the shares being registered
10.1
Pacific Union Bank 2000 Stock Option Plan*
23.1
Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1)
23.2
Consent of KPMG LLP
24.1
Power of Attorney (included on the signature pages of this Registration Statement)
*
Incorporated by reference to Exhibit 10.4 to the Registrant's
Registration Statement on Form S-4 (File No. 333-112606), as amended,
filed with the Commission on February 9, 2004.