Exhibit 4.1
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): May 29, 2012
POPULAR, INC.
(Exact name of registrant as specified in its charter)
| COMMONWEALTH OF PUERTO RICO | 001-34084 | 66-0667416 | ||
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification Number) |
||
|
209 MUNOZ RIVERA AVENUE HATO REY, PUERTO RICO |
00918 | |||
| (Address of principal executive offices) | (Zip code) | |||
(787) 765-9800
(Registrant’s telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year, 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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 3.03 Material Modification to Rights of Security Holders.
On May 30, 2012, Popular, Inc. (the “Corporation”) issued a press release announcing the effectiveness of the 1-for-10 reverse split of its common stock, $0.01 par value per share. The reverse stock split became effective at 11:59 p.m., Atlantic Standard Time, on May 29, 2012. Pursuant to the reverse stock split, each ten shares of authorized and outstanding common stock have been reclassified and combined into one new share of common stock. In connection with the reverse stock split, the number of shares of common stock authorized under the Corporation’s Restated Certificate of Incorporation was reduced from 1,700,000,000 to 170,000,000 shares, without any change in par value per common share. The reverse split did not change the number of shares of the Corporation’s preferred stock authorized, which remains at 30,000,000.
The number of common shares into which the Corporation’s outstanding stock options and restricted stock as well as the options’ relevant exercise price per share have been proportionally adjusted to reflect the reverse split. The number of shares authorized for issuance under the Corporation’s equity incentive has also been proportionally reduced to reflect the reverse split.
The Certificate of Amendment to the Corporation’s Restated Certificate of Incorporation filed with the Secretary of State of the Commonwealth of Puerto Rico to effect the reverse stock split and reduce the number of shares of common stock authorized is attached to this filing as Exhibit 3.1. The new specimen physical common stock certificate is also being filed as Exhibit 4.1 to this Current Report on Form 8-K.
Item 8.01 Other Events.
A copy of the press release referred to in Item 3.03 is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 3.1 | Certificate of Amendment to the Restated Certificate of Incorporation, effective May 29, 2012. | |
| 4.1 | Specimen Physical Common Stock Certificate of Popular, Inc. | |
| 99.1 | Press release dated May 30, 2012. | |
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.
| POPULAR, INC. | ||||
| Date: May 30, 2012 | By: |
/s/ Jorge J. García |
||
| Jorge J. García | ||||
| Senior Vice President and Corporate Comptroller | ||||
Exhibit 3.1
CERTIFICATE OF AMENDMENT TO
RESTATED CERTIFICATE OF INCORPORATION OF
POPULAR, INC.
(Registration Number 59,124)
Popular, Inc. (the “Corporation”), a corporation organized and existing under the laws of the Commonwealth of Puerto Rico, does hereby certify:
FIRST: That the name of the Corporation is Popular, Inc.
SECOND: That the amendments to the Corporation’s Restated Certificate of Incorporation described below (the “Amendments”) were approved by the Board of Directors of the Corporation and by the holders of more than two-thirds of the issued and outstanding stock of the Corporation entitled to vote on the Amendments and that the Amendments have been adopted in accordance with the provisions of Article 8.02 of the Puerto Rico General Corporation Law.
THIRD: That the second paragraph of Article FIFTH of the Corporation’s Restated Certificate of Incorporation is amended to read in its entirety as follows:
“The total number of shares of all classes of capital stock that the Corporation shall have authority to issue, upon resolutions approved by the Board of Directors from time to time, is two hundred million shares (200,000,000), of which one hundred seventy million shares (170,000,000) shall be shares of Common Stock of the par value of $0.01, per share (hereinafter called “Common Stock”), and thirty million (30,000,000) shall be shares of Preferred Stock without par value (hereinafter called “Preferred Stock”).”
FOURTH: That Article FIFTH of the Corporation’s Restated Certificate of Incorporation is amended, by adding at the end of Article FIFTH a new paragraph, which shall read in its entirety as follows:
“Upon the filing and effectiveness (the “Effective Time”) of this amendment to the Corporation’s Certificate of Incorporation pursuant to the Puerto Rico General Corporations Law, each 10 shares of the Common Stock (the “Old Common Stock”) issued and outstanding immediately prior to the Effective Time shall be reclassified and combined into one validly issued, fully paid and non-assessable share of the Corporation’s Common Stock, $0.01 par value per share
(the “New Common Stock”), without any action by the holder thereof. The Corporation shall not issue fractions of shares of New Common Stock in connection with such reclassification and combination. Any shareholder who, immediately prior to the Effective Time, owns a number of shares of Old Common Stock which is not evenly divisible by 10 shall, with respect to such fractional interest, be entitled to receive cash in lieu of any fractional share of New Common Stock in an amount equal to the net cash proceeds attributable to the sale of such fractional share following the aggregation and sale by the Corporation’s transfer agent of all fractional shares of New Common Stock otherwise issuable. Each certificate that theretofore represented shares of Old Common Stock shall thereafter represent that number of shares of New Common Stock into which shares of Old Common Stock represented by such certificate shall have been reclassified and combined; provided, that each person holding of record a stock certificate or certificates that represented shares of Old Common Stock shall receive, upon surrender of such certificate or certificates, a new certificate or certificates evidencing and representing the number of shares of New Common Stock to which such person is entitled under the foregoing reclassification and combination.”
FIFTH: That the Amendments shall be effective at 11:59 p.m. Atlantic Standard Time on May 29, 2012.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of this Corporation in San Juan, Puerto Rico, this 9th day of May 2012.
|
/s/ Jorge A. Rivera |
| Jorge A. Rivera |
| Assistant Secretary |
Exhibit 4.1
Exhibit 99.1
— POPULAR EFFECTS 1-FOR-10 REVERSE STOCK SPLIT —
SAN JUAN, Puerto Rico —Wednesday, May 30, 2012 — Popular, Inc. (NASDAQ: BPOP) (“Popular”) announced today that the 1 for 10 reverse split of its common stock, $0.01 par value per share, became effective as of 11:59 p.m. Atlantic Standard Time on May 29, 2012.
Popular’s common stock will begin trading on a split-adjusted basis when the market opens today, May 30, 2012.
The reverse stock split reduced the number of shares of common stock authorized under the Corporation’s Restated Certificate of Incorporation from 1,700,000,000 to 170,000,000 shares, without any change in par value per common share. The reverse split did not change the number of shares of the Corporation’s preferred stock authorized, which remains at 30,000,000.
Additional Information for Stockholders
Treatment of Stock Options and Restricted Stock
The number of common shares into which Popular’s outstanding stock options and restricted stock as well as the options’ relevant exercise price per share have been proportionally adjusted to reflect the reverse split. The number of shares authorized for issuance under Popular’s equity incentive has also been proportionally reduced to reflect the reverse split.
Fractional Shares
Popular will not issue fractional shares of its common stock as a result of the reverse stock split. Instead, Popular’s transfer agent, Banco Popular de Puerto Rico Trust Division, will aggregate all fractional shares held by Popular shareholders into whole shares and arrange for them to be sold on the open market at prevailing prices. In lieu of fractional shares, shareholders will receive a cash payment equal to their allocable share of the total proceeds of these sales. Shareholders will not be entitled to receive interest for the period of time between the effective date of the reverse split and the date the shareholder receives his or her cash payment. Shareholders holding fewer than ten shares of Popular common stock will only receive cash for all their shares held before the reverse split and will no longer hold any shares of Popular common stock as of the effective date of the split.
New Common Stock Certificates
Popular has adopted a new stock certificate in connection with the implementation of the reverse stock split. Popular’s transfer agent, Banco Popular de Puerto Rico Trust Division, will manage the exchange of stock certificates. Shareholders of record will receive a letter of transmittal providing instructions for the exchange of their old certificates as soon as practicable following the effectiveness of the reverse split. Shareholders should not send in their old stock certificates until they receive a letter of transmittal from Banco Popular de Puerto Rico. Shareholders who hold their shares through a securities broker or nominee (i.e., in “street name”) will be contacted by their brokers or nominees with any instructions.
For more information, shareholders and securities brokers should contact Banco Popular de Puerto Rico Trust Division at 787-764-1893 or toll-free at 1-877-764-1893.
Founded in 1893, Popular, Inc. is the leading banking institution by both assets and deposits in Puerto Rico and ranks 37th by assets among U.S. banks. In the United States, Popular has established a community-banking franchise providing a broad range of financial services and products with branches in New York, New Jersey, Illinois, Florida and California.
For more information, visit http://www.popular.com
Source: Popular, Inc.
Contact:
Popular, Inc.
Investor Relations:
Jorge A. Junquera, 787-754-1685
Chief Financial Officer
Senior Executive Vice President
or
Media Relations:
Teruca Rullán, 787-281-5170 or 917-679-3596/mobile
Senior Vice President
Corporate Communications