As filed with the Securities and Exchange Commission on August 8, 2018
RegistrationNo. 333-226208
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3
to
FormS-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PACIFIC CITY FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| California | 6022 | 20-8856755 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
3701 Wilshire Boulevard, Suite 900
Los Angeles, California 90010
(213)210-2000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Henry Kim
President & Chief Executive Officer
Pacific City Financial Corporation
3701 Wilshire Boulevard, Suite 900
Los Angeles, CA 90010
(213)210-2000
(Name, address, including zip code and telephone number, including area code, of agent for service)
with a copy to:
Kenneth E. Moore, Esq. Michael K. Staub, Esq. Stuart | Moore | Staub 641 Higuera Street, Suite 302 San Luis Obispo, CA 93401 (805)545-8590 | Timothy Chang EVP & Chief Financial Officer Pacific City Financial Corporation 3701 Wilshire Boulevard, Suite 900 Los Angeles, CA 90010 | Mike Keeley, Esq. Justin Long, Esq. Norton Rose Fulbright US LLP 2200 Ross Avenue, Suite 3600 Dallas, TX 75201 (214)855-3906 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” inRule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
| Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☒
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to Be Registered | Amount to be Registered(1) | Proposed Maximum Offering Price per Share(2) | Proposed Maximum Aggregate Offering Price(2) | Amount of Registration Fee(3) | ||||
Common Stock, no par value per share | 2,742,750 | $22.00 | $60,340,500 | $7,514 | ||||
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| (1) | Includes 357,750 shares of common stock that the underwriters have the option to purchase from the registrant. |
| (2) | Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(a) under the Securities Act of 1933. This amount represents the proposed maximum aggregate offering price of the securities registered hereunder to be sold by the registrant. |
| (3) | Previously paid. |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 3 to the Registration Statement on FormS-1 (FileNo. 333-226208) of Pacific City Financial Corporation is being filed solely to correct the I.R.S. Employer Identification Number of the facing page of the Registration Statement. Accordingly this Amendment No. 3 consists solely of the facing page, this explanatory note, and the signature page. This filing does not modify any provision of the Registration Statement except as specifically noted herein.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on August 8, 2018.
PACIFIC CITY FINANCIAL CORPORATION | ||
By: | /s/ Henry Kim | |
| ||
| Henry Kim, | ||
| President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||||
/s/ Henry Kim Henry Kim | Director; President and Chief Executive Officer (Principal Executive Officer) | August 8, 2018 | ||||
/s/ Timothy Chang Timothy Chang | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | August 8, 2018 | ||||
* Sang Young Lee | Director (Chairman) | August 8, 2018 | ||||
* Suk Won Youn | Director | August 8, 2018 | ||||
* Kwang Jin Chung | Director | August 8, 2018 | ||||
* Don Rhee | Director | August 8, 2018 | ||||
* Haeyoung Cho | Director | August 8, 2018 | ||||
* Kijun Ahn | Director | August 8, 2018 | ||||
* Daniel H. Park | Director | August 8, 2018 | ||||
*By | /s/ Henry Kim Attorney-in-fact | |||||
| August 8, 2018 | ||||||
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