UNITED
STATES
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): December 3, 2008
CATHAY
GENERAL BANCORP
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of
incorporation
or organization)
|
0-18630
(Commission
file number)
|
95-4274680
(I.R.S.
employer identification number)
|
777
North Broadway, Los Angeles, California
(Address
of principal executive offices)
|
90012
(Zip
Code)
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Registrant’s
telephone number, including area code: (213) 625-4700
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (See General Instruction A.2.):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR230.425)
o
Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))
o
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-(c))
Item 3.02
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Unregistered
Sales of Equity Securities.
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On
December 5, 2008 (the “Closing Date”), Cathay General Bancorp (the “Company”)
issued and sold, and the United States Department of the Treasury (the “U.S.
Treasury”) purchased, (1) 258,000 shares (the “Preferred Shares”) of the
Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series B, liquidation
preference of $1,000 per share, and (2) a ten-year warrant (the “Warrant”)
to purchase up to 1,846,374 shares of the Company’s voting common
stock, par value $0.01 per share (“Common Stock”), at an exercise price of
$20.96 per share, for an aggregate purchase price of $258 million in cash
pursuant to the U.S. Treasury’s TARP Capital Purchase Program.
Both
the
Preferred Shares and the Warrant were sold in a private placement exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933, as
amended.
Cumulative
dividends on the Preferred Shares will accrue on the liquidation preference
at a
rate of 5% per annum for the first five years, and at a rate of 9% per
annum thereafter, if, as and when declared by the Company’s Board of Directors
out of funds legally available therefor. The Preferred Shares have no maturity
date and rank senior to the Common Stock with respect to the payment of
dividends and distributions and amounts payable upon liquidation, dissolution
and winding up of the Company. Subject to the approval of the Board of Governors
of the Federal Reserve System, the Preferred Shares are redeemable at the option
of the Company at 100% of their liquidation preference (plus any accrued and
unpaid dividends), provided, however, that the Preferred Shares may be redeemed
prior to the first dividend payment date falling after the third anniversary
of
the Closing Date (February 15, 2012) only if (i) the Company has raised
aggregate gross proceeds in one or more Qualified Equity Offerings (as defined
in the letter agreement, dated the Closing Date, between the Company and the
U.S. Treasury (including the Securities Purchase Agreement—Standard Terms
incorporated by reference therein) and set forth below (the “Purchase
Agreement”) and set forth below) in excess of $64.5 million and (ii) the
aggregate redemption price does not exceed the aggregate net proceeds from
such
Qualified Equity Offerings.
The
U.S.
Treasury may not transfer a portion or portions of the Warrant with respect
to,
and/or exercise the Warrant for more than one-half of, the shares of Common
Stock issuable upon exercise of the Warrant, in the aggregate, until the earlier
of (i) the date on which the Company has received aggregate gross proceeds
of not less than $258 million from one or more Qualified Equity Offerings and
(ii) December 31, 2009. In the event the Company completes one or more
Qualified Equity Offerings on or prior to December 31, 2009 that result in
the Company receiving aggregate gross proceeds of at least $258 million, the
number of the shares of Common Stock underlying the portion of the Warrant
then
held by the U.S. Treasury will be reduced by one-half of the shares of Common
Stock originally covered by the Warrant. For purposes of the foregoing,
“Qualified Equity Offering” is defined as the sale and issuance for cash by the
Company to persons other than the Company or any Company subsidiary after the
Closing Date of shares of perpetual preferred stock, Common Stock or any
combination of such stock, that, in each case, qualify as and may be included
in
Tier I capital of the Company at the time of issuance under the applicable
risk-based capital guidelines of the Board of Governors of the Federal Reserve
System (other than any such sales and issuances made pursuant to agreements
or
arrangements entered into, or pursuant to financing plans which were publicly
announced, on or prior to October 13, 2008). We have also agreed to
register the Preferred Shares, the Warrant and the shares of Common Stock
underlying the Warrant as soon as practicable after the date of the issuance
of
the Preferred Shares and the Warrant.
The
Purchase Agreement pursuant to which the Preferred Shares and the Warrant were
sold contains limitations on the payment of dividends or distributions on the
Common Stock (including with respect to the payment of cash dividends in excess
of the Company’s current quarterly cash dividend of $0.105 per share) and on the
Company’s ability to repurchase, redeem or acquire its Common Stock or other
securities, and subjects the Company to certain of the executive compensation
limitations included in the Emergency Economic Stabilization Act of 2008 (the
“EESA”) until such time as the U.S. Treasury no longer owns any debt or equity
securities acquired through the TARP Capital Purchase Program. As a condition
to
the closing of the transaction, each of Messrs. Dunson K. Cheng, Peter Wu,
Anthony M. Tang, Heng W. Chen, Irwin Wong, the Company’s Senior Executive
Officers (as defined in the Purchase Agreement) (the “Senior Executive
Officers”), and the Company
’
s other
two
executive officers, Kim R. Bingham and Perry P. Oei
(i) executed
a waiver (the “Waiver”) voluntarily waiving any claim against the U.S. Treasury
or the Company for any changes to such Senior Executive Officer’s compensation
or benefits that are required to comply with the regulations issued by the
U.S.
Treasury under the TARP Capital Purchase Program as published in the Federal
Register on October 20, 2008 and acknowledging that the regulation may
require modification of the compensation, bonus, incentive and other benefit
plans, arrangements and policies and agreements (including so-called “golden
parachute” agreements) (collectively, “Benefit Plans”) as they relate to the
period the U.S. Treasury holds any equity or debt securities of the Company
acquired through the TARP Capital Purchase Program; and (ii) entered into a
consent letter with the Company amending the Benefit Plans with respect to
such
Senior Executive Officer as may be necessary, during the period that the U.S.
Treasury owns any debt or equity securities of the Company acquired pursuant
to
the Purchase Agreement or the Warrant, as necessary to comply with
Section 111(b) of the EESA. A consequence of issuing the Preferred Shares
includes certain limitations on executive compensation that could limit the
tax
deductibility of compensation the Company pays to Senior Executive Officers.
Copies
of
the Purchase Agreement, the form of Warrant, the form of Preferred Shares
certificate and the Certificate of Designation with respect to the Preferred
Shares are included as exhibits to this Report on Form 8-K and are incorporated
by reference into Items 3.02, 3.03, 5.02 and 5.03.
Item 3.03
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Material
Modification of the Rights of Security Holders.
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The
information set forth under “Item 3.02 Unregistered Sales of Equity Securities”
is incorporated by reference into this Item 3.03.
Item 5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain Officers.
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(e)
The
information set forth under “Item 3.02 Unregistered Sales of Equity Securities”
is incorporated by reference into this Item 5.02.
Item 5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On
December 3, 2008, the Company filed with the Delaware Secretary of State a
Certificate of Designation establishing the terms of the Preferred Shares.
This
Certificate of Designation is filed as an exhibit to this Report on Form 8-K
and
is incorporated by reference into this Item 5.03.
Item 9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits.
The
following exhibits are being filed as part of this Report on Form 8-K:
3.1
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Certificate
of Designation with respect to the Preferred Shares, filed December
3,
2008.
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4.1
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Certificate
of Designation with respect to the Preferred Shares, filed December
3,
2008, as filed as Exhibit 3.1, and incorporated herein by
reference.
|
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4.2
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Warrant
to purchase up to 1,846,374 shares of Common Stock, issued on December
5,
2008.
|
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4.3
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Form
of Preferred Share Certificate for Fixed Rate Cumulative Perpetual
Preferred Stock, Series B.
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10.1
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Letter
Agreement, dated December 5, 2008, including the Securities Purchase
Agreement — Standard Terms incorporated by reference therein, between the
Company and the U.S. Treasury.
|
|
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10.2
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Form
of Waiver, executed by each of Messrs. Dunson K. Cheng, Peter Wu, Anthony
M. Tang, Heng W. Chen, Irwin Wong, Kim R. Bingham and Perry P.
Oei.
|
|
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10.3
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Form
of Consent, executed by each of Messrs. Dunson K. Cheng, Peter Wu,
Anthony
M. Tang, Heng W. Chen, Irwin Wong, Kim R. Bingham and Perry P. Oei
as to
adoption of amendments to Benefit Plans as required by Section 111(b)
of
EESA.
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SIGNATURE
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.
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CATHAY
GENERAL BANCORP
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(Registrant)
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Date:
December 5, 2008
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By:
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/s/
HENG W. CHEN
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Name:
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Heng
W. Chen
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Title:
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Executive
Vice President and Chief Financial
Officer
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EXHIBIT
INDEX
3.1
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Certificate
of Designation with respect to the Preferred Shares, filed December
3,
2008.
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4.1
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Certificate
of Designation with respect to the Preferred Shares, filed December
3,
2008, as filed as Exhibit 3.1, and incorporated herein by
reference.
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4.2
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Warrant
to purchase up to 1,846,374 shares of Common Stock, issued on December
5,
2008.
|
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4.3
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Form
of Preferred Share Certificate for Fixed Rate Cumulative Perpetual
Preferred Stock, Series B.
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10.1
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Letter
Agreement, dated December 5, 2008, including the Securities Purchase
Agreement — Standard Terms incorporated by reference therein, between the
Company and the U.S. Treasury.
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10.2
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Form
of Waiver, executed by each of Messrs. Dunson K. Cheng, Peter Wu,
Anthony
M. Tang, Heng W. Chen, Irwin Wong, Kim R. Bingham and Perry P.
Oei.
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10.3
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Form
of Consent, executed by each of Messrs. Dunson K. Cheng, Peter Wu,
Anthony
M. Tang, Heng W. Chen, Irwin Wong, Kim R. Bingham and Perry P. Oei
as to
adoption of amendments to Benefit Plans as required by Section 111(b)
of
EESA.
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