1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): FEBRUARY 2, 2001
NARA BANCORP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-4170121
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
COMMISSION FILE NUMBER:
3701 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90010
(Address of principal executive offices and zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (213) 639-1700
NOT APPLICABLE
(Former name or former address, if changed since last report)
2
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
NOT APPLICABLE
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
NOT APPLICABLE
ITEM 3 BANKRUPTCY OR RECEIVERSHIP
NOT APPLICABLE
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
NOT APPLICABLE
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On February 2, 2001, Nara Bancorp, Inc. a Delaware corporation became the
holding company of Nara Bank, National Association in accordance with the terms
of an Agreement and Plan of Reorganization. Prior to the completion of the
reorganization, Nara Bank was subject to the information, reporting and proxy
statement requirements of the Securities Exchange Act of 1934, pursuant to the
regulations of its primary regulatory, the Office of the Comptroller of the
Currency. Accordingly, Nara Bank filed annual and quarterly reports, proxy
statements and other information with the Office of the Comptroller of the
Currency.
Pursuant to Rule 12g-3 of the Securities Exchange Act, on the effective
date of the reorganization, Nara Bancorp automatically succeeded to the
reporting obligations of Nara Bank. Filings made by Nara Bancorp under the
Securities Exchange Act will be made with the Securities and Exchange Commission
rather than with the Office of the Comptroller of the Currency. Nara Bank's
reporting obligations under the Securities Exchange Act ended when Nara
Bancorp's reporting obligations began. Nara Bancorp's common stock has been
accepted for listing and is quoted on the Nasdaq National Market System under
the former trading symbol of Nara Bank's common stock "NARA".
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
NOT APPLICABLE
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(A) FINANCIAL STATEMENTS
NOT APPLICABLE
(B) PRO FORMA FINANCIAL INFORMATION
NOT APPLICABLE
2
3
(C) EXHIBITS
2.1 Plan of Reorganization and Merger Agreement
filed as Appendix II to the Proxy Statement/
Prospectus included in the Registration
Statement on Form S-4 filed by the Company with
the Commission on November 16, 2000
(File No. 333-50126), and incorporated herein
by reference.
4.1 Form of Stock Certificate, filed as Exhibit 4.1
to Pre-Effective Amendment No. 1 to the
Registration Statement on Form S-4 filed by the
Company with the Commission on December 5, 2000
(file No. 333-50126) and incorporated herein
by reference.
ITEM 8. CHANGE IN FISCAL YEAR
NOT APPLICABLE
ITEM 9. REGULATION FD DISCLOSURE
NOT APPLICABLE
3
4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NARA BANCORP
(Registrant)
Date: February 2, 2001 By: /s/ Benjamin Hong
----------------------------
Benjamin Hong,
President and
Chief Executive Officer
4