Attached files
file | filename |
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EX-5.1 - EX-5.1 - FIRST BANCORP /PR/ | g23887a6exv5w1.htm |
EX-3.1 - EX-3.1 - FIRST BANCORP /PR/ | g23887a6exv3w1.htm |
As filed with
the Securities and Exchange Commission on August 24,
2010
Registration
No. 333-165252
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Amendment No. 6
to
Form S-4
on
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNDER
THE SECURITIES ACT OF 1933
FIRST BANCORP.
(Exact name of registrant as
specified in its charter)
Puerto Rico
|
6022 | 66-0561882 | ||
(State or other jurisdiction
of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S Employer Identification Number) |
1519 Ponce de León Avenue, Stop 23
Santurce, Puerto Rico 00908
(787) 729-8200
Santurce, Puerto Rico 00908
(787) 729-8200
(Address, including zip code and
telephone number, including
area code, of registrants principal executive offices)
area code, of registrants principal executive offices)
Lawrence Odell
Executive Vice President and General Counsel
First BanCorp.
1519 Ponce de León Avenue, Stop 23
Santurce, Puerto Rico 00908
(787) 729-8109
Executive Vice President and General Counsel
First BanCorp.
1519 Ponce de León Avenue, Stop 23
Santurce, Puerto Rico 00908
(787) 729-8109
(Name, address, including zip
code and telephone number,
including area code, of agent for service)
including area code, of agent for service)
Copies to:
Linda L. Griggs
Gail A. Pierce Morgan, Lewis & Bockius LLP 1111 Pennsylvania Avenue, NW Washington, DC 20004 |
James R. Tanenbaum Anna T. Pinedo Morrison & Foerster LLP 1290 Avenue of the Americas New York, New York 10104 |
Approximate date of commencement of proposed sale of the
securities to the public: As soon as practicable after
this registration statement becomes effective.
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same
offering. o
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. o
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. o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in Rule
12b-2 of the
Exchange Act. (Check one):
Large accelerated
filer o
|
Accelerated filer þ |
Non-accelerated
filer o (Do not check if a smaller reporting company) |
Smaller reporting company o |
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, as amended, or until the
Registration Statement shall become effective on such date as
the Commission, acting pursuant to said Section 8(a), may
determine.
EXPLANATORY
NOTE
This Amendment No. 6 to the Corporations
Form S-4
on
Form S-1
is being filed solely to provide exhibits to the Registration
Statement.
ITEM 16. EXHIBITS AND
FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits. The following exhibits are filed herewith or
incorporated herein by reference.
Exhibit |
||||
No. | Description | |||
1 | .1 | Form of Dealer Manager Agreement. | ||
3 | .1 | Restated Articles of Incorporation. | ||
3 | .2 | By-Laws, incorporated by reference to Exhibit 3.2 from the Form 10-K for the year ended December 31, 2008 filed by the Corporation on March 2, 2009. | ||
3 | .3 | Certificate of Designation creating the 7.125% non-cumulative perpetual monthly income preferred stock, Series A, incorporated by reference to Exhibit 4(B) from the Form S-3 filed by the Corporation on March 30, 1999. | ||
3 | .4 | Certificate of Designation creating the 8.35% non-cumulative perpetual monthly income preferred stock, Series B, incorporated by reference to Exhibit 4(B) from Form S-3 filed by the Corporation on September 8, 2000. | ||
3 | .5 | Certificate of Designation creating the 7.40% non-cumulative perpetual monthly income preferred stock, Series C, incorporated by reference to Exhibit 4(B) from the Form S-3 filed by the Corporation on May 18, 2001. | ||
3 | .6 | Certificate of Designation creating the 7.25% non-cumulative perpetual monthly income preferred stock, Series D, incorporated by reference to Exhibit 4(B) from the Form S-3/A filed by the Corporation on January 16, 2002. | ||
3 | .7 | Certificate of Designation creating the 7.00% non-cumulative perpetual monthly income preferred stock, Series E, incorporated by reference to Exhibit 4.2 from the Form 8-K filed by the Corporation on September 5, 2003. | ||
3 | .8 | Certificate of Designation creating the fixed-rate cumulative perpetual preferred stock, Series F, incorporated by reference to Exhibit 3.1 from the Form 8-K filed by the Corporation on January 20, 2009. | ||
4 | .1 | Form of Common Stock Certificate, incorporated by reference to Exhibit 4 from the Registration Statement on Form S-4/A filed by the Corporation on April 24, 1998. | ||
4 | .2 | Form of Stock Certificate for 7.125% non-cumulative perpetual monthly income preferred stock, Series A, incorporated by reference to Exhibit 4(A) from the Form S-3 filed by the Corporation on March 30, 1999. | ||
4 | .3 | Form of Stock Certificate for 8.35% non-cumulative perpetual monthly income preferred stock, Series B, incorporated by reference to Exhibit 4(A) from the Form S-3 filed by the Corporation on September 8, 2000. | ||
4 | .4 | Form of Stock Certificate for 7.40% non-cumulative perpetual monthly income preferred stock, Series C, incorporated by reference to Exhibit 4(A) from the Form S-3 filed by the Corporation on May 18, 2001. | ||
4 | .5 | Form of Stock Certificate for 7.25% non-cumulative perpetual monthly income preferred stock, Series D, incorporated by reference to Exhibit 4(A) from the Form S-3/A filed by the Corporation on January 16, 2002. | ||
4 | .6 | Form of Stock Certificate for 7.00% non-cumulative perpetual monthly income preferred stock, Series E, incorporated by reference to Exhibit 4.1 from the Form 8-K filed by the Corporation on September 5, 2003. | ||
4 | .7 | Form of Stock Certificate for Fixed Rate Cumulative Perpetual Preferred Stock, Series F, incorporated by reference to Exhibit 4.6 from the Form 10-K for the year ended December 31, 2008 filed by the Corporation on March 2, 2009. | ||
4 | .8 | Warrant dated January 16, 2009 to purchase shares of Common Stock of First BanCorp, incorporated by reference to Exhibit 4.1 from the Form 8-K filed by the Corporation on January 20, 2009. | ||
5 | .1 | Opinion of Lawrence Odell, Esq., Executive Vice President and General Counsel of the Corporation, regarding the validity of the Common Stock being registered. | ||
8 | .1 | Opinion of Morgan, Lewis & Bockius LLP (as to certain United States tax matters). |
II-5
Exhibit |
||||
No. | Description | |||
10 | .22 | Form of Certificate of Designations of Fixed Rate Cumulative Mandatorily Convertible Preferred Stock, Series G, Annex B to the Exchange Agreement by and between First BanCorp and the United States Treasury dated as of July 7, 2010, incorporated by reference from Exhibit 10.3 of the Form 8-K filed on July 7, 2010. | ||
10 | .23 | Form of Restricted Stock Award Agreement. | ||
10 | .24 | Form of Stock Option Agreement for Officers and Other Employees. | ||
12 | .1 | Computation of Ratio of Earnings to Fixed Charges. | ||
12 | .2 | Computation of Ratio of Earnings to Fixed Charges and Preferred Dividends. | ||
23 | .1 | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm. | ||
23 | .2 | Consent of Lawrence Odell, Esq. (included in Exhibit 5.1 above). | ||
23 | .3 | Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 8.1 above). | ||
23 | .4 | Consent of Pietrantoni Méndez & Alvarez LLP (included in Exhibit 8.2 above). | ||
25 | .1 | Powers of Attorney (included on signature pages to this Registration Statement). | ||
99 | .1 | Form of Letter of Transmittal for Exchange Offer. | ||
99 | .2 | Soliciting Dealer Form. | ||
99 | .3 | Letter to Brokers. | ||
99 | .4 | Letter to Clients. |
| Previously filed |
The financial statement schedules have been provided in the
consolidated financial statements or notes thereto, which are
incorporated herein by reference to the Registrants Annual
Report to Stockholders on
Form 10-K
filed with the Securities and Exchange Commission on
March 2, 2010.
II-7
Signatures
Pursuant to the requirements of the Securities Act of 1933, as
amended, First BanCorp has duly caused this Amendment No. 6
to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Santurce,
Puerto Rico, on August 24, 2010.
FIRST BANCORP.
By: |
/s/ Aurelio
Alemán
|
Name: Aurelio Alemán
Title: | President and Chief Executive Officer |
II-9
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Amendment No. 5 to the Registration Statement
has been signed below by the following persons in the capacities
and on the dates indicated.
Signature | Title | Date | ||||
/s/ Aurelio
Alemán Aurelio Alemán |
President, Chief Executive Officer and Director (Principal Executive Officer) | August 24, 2010 | ||||
/s/ Orlando
Berges Orlando Berges |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) | August 24, 2010 | ||||
Jorge L. Díaz |
Director | |||||
/s/ José
L. Ferrer-Canals* José L. Ferrer-Canals |
Director | August 24, 2010 | ||||
/s/ Frank
Kolodziej* Frank Kolodziej |
Director | August 24, 2010 | ||||
José Menéndez-Cortada |
Director | |||||
Héctor M. Nevares-LaCosta |
Director | |||||
/s/ José
F. Rodríguez* José F. Rodríguez |
Director | August 24, 2010 | ||||
/s/ Fernando
Rodríguez-Amaro* Fernando Rodríguez-Amaro |
Director | August 24, 2010 | ||||
/s/ Pedro
Romero, CPA Pedro Romero, CPA |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | August 24, 2010 | ||||
Sharee Ann Umpierre-Catinchi |
Director | |||||
* |
/s/ Lawrence
Odell Lawrence Odell Attorney-in-fact |
II-10
Exhibit
Index
Exhibit |
||||
No. | Description | |||
1 | .1 | Form of Dealer Manager Agreement. | ||
3 | .1 | Restated Articles of Incorporation. | ||
3 | .2 | By-Laws, incorporated by reference to Exhibit 3.2 from the Form 10-K for the year ended December 31, 2008 filed by the Corporation on March 2, 2009. | ||
3 | .3 | Certificate of Designation creating the 7.125% non-cumulative perpetual monthly income preferred stock, Series A, incorporated by reference to Exhibit 4(B) from the Form S-3 filed by the Corporation on March 30, 1999. | ||
3 | .4 | Certificate of Designation creating the 8.35% non-cumulative perpetual monthly income preferred stock, Series B, incorporated by reference to Exhibit 4(B) from Form S-3 filed by the Corporation on September 8, 2000. | ||
3 | .5 | Certificate of Designation creating the 7.40% non-cumulative perpetual monthly income preferred stock, Series C, incorporated by reference to Exhibit 4(B) from the Form S-3 filed by the Corporation on May 18, 2001. | ||
3 | .6 | Certificate of Designation creating the 7.25% non-cumulative perpetual monthly income preferred stock, Series D, incorporated by reference to Exhibit 4(B) from the Form S-3/A filed by the Corporation on January 16, 2002. | ||
3 | .7 | Certificate of Designation creating the 7.00% non-cumulative perpetual monthly income preferred stock, Series E, incorporated by reference to Exhibit 4.2 from the Form 8-K filed by the Corporation on September 5, 2003. | ||
3 | .8 | Certificate of Designation creating the fixed-rate cumulative perpetual preferred stock, Series F, incorporated by reference to Exhibit 3.1 from the Form 8-K filed by the Corporation on January 20, 2009. | ||
4 | .1 | Form of Common Stock Certificate, incorporated by reference to Exhibit 4 from the Registration Statement on Form S-4/A filed by the Corporation on April 24, 1998. | ||
4 | .2 | Form of Stock Certificate for 7.125% non-cumulative perpetual monthly income preferred stock, Series A, incorporated by reference to Exhibit 4(A) from the Form S-3 filed by the Corporation on March 30, 1999. | ||
4 | .3 | Form of Stock Certificate for 8.35% non-cumulative perpetual monthly income preferred stock, Series B, incorporated by reference to Exhibit 4(A) from the Form S-3 filed by the Corporation on September 8, 2000. | ||
4 | .4 | Form of Stock Certificate for 7.40% non-cumulative perpetual monthly income preferred stock, Series C, incorporated by reference to Exhibit 4(A) from the Form S-3 filed by the Corporation on May 18, 2001. | ||
4 | .5 | Form of Stock Certificate for 7.25% non-cumulative perpetual monthly income preferred stock, Series D, incorporated by reference to Exhibit 4(A) from the Form S-3/A filed by the Corporation on January 16, 2002. | ||
4 | .6 | Form of Stock Certificate for 7.00% non-cumulative perpetual monthly income preferred stock, Series E, incorporated by reference to Exhibit 4.1 from the Form 8-K filed by the Corporation on September 5, 2003. | ||
4 | .7 | Form of Stock Certificate for Fixed Rate Cumulative Perpetual Preferred Stock, Series F, incorporated by reference to Exhibit 4.6 from the Form 10-K for the year ended December 31, 2008 filed by the Corporation on March 2, 2009. | ||
4 | .8 | Warrant dated January 16, 2009 to purchase shares of Common Stock of First BanCorp, incorporated by reference to Exhibit 4.1 from the Form 8-K filed by the Corporation on January 20, 2009. | ||
5 | .1 | Opinion of Lawrence Odell, Esq., Executive Vice President and General Counsel of the Corporation, regarding the validity of the Common Stock being registered. | ||
8 | .1 | Opinion of Morgan, Lewis & Bockius LLP (as to certain United States tax matters). | ||
8 | .2 | Opinion of Pietrantoni Méndez & Alvarez LLP (as to certain Puerto Rico tax matters). |
II-11
Exhibit |
||||
No. | Description | |||
10 | .22 | Form of Certificate of Designations of Fixed Rate Cumulative Mandatorily Convertible Preferred Stock, Series G, Annex B to the Exchange Agreement by and between First BanCorp and the United States Treasury dated as of July 7, 2010, incorporated by reference from Exhibit 10.3 of the Form 8-K filed on July 7, 2010. | ||
10 | .23 | Form of Restricted Stock Award Agreement. | ||
10 | .24 | Form of Stock Option Agreement for Officers and Other Employees. | ||
12 | .1 | Computation of Ratio of Earnings to Fixed Charges. | ||
12 | .2 | Computation of Ratio of Earnings to Fixed Charges and Preferred Dividends. | ||
23 | .1 | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm. | ||
23 | .2 | Consent of Lawrence Odell, Esq. (included in Exhibit 5.1 above). | ||
23 | .3 | Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 8.1 above). | ||
23 | .4 | Consent of Pietrantoni Méndez & Alvarez LLP (included in Exhibit 8.2 above). | ||
25 | .1 | Powers of Attorney (included on signature pages to this Registration Statement). | ||
99 | .1 | Form of Letter of Transmittal for Exchange Offer. | ||
99 | .2 | Soliciting Dealer Form. | ||
99 | .3 | Letter to Brokers. | ||
99 | .4 | Letter to Clients. |
| Previously filed |
II-13