<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 22, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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R&G FINANCIAL CORPORATION
(Exact name of registrant as specified in its articles of incorporation)
PUERTO RICO 6712 NOT APPLICABLE
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification
No.)
280 JESUS T. PINERO AVENUE
HATO REY, SAN JUAN, PUERTO RICO 00918
(787) 758-2424
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
VICTOR J. GALAN
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
R&G FINANCIAL CORPORATION
280 JESUS T. PINERO AVENUE
HATO REY, SAN JUAN, PUERTO RICO 00918
(787) 758-2424
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
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WITH A COPY TO:
Norman B. Antin, Esq. David S. Katz, Esq.
Jeffrey D. Haas, Esq. Orrick, Herrington & Sutcliffe
Elias, Matz, Tiernan & Herrick L.L.P. and 1150 18th Street, N.W.
734 15th Street, N.W., 12th Floor 9th Floor
Washington, D.C. 20005 Washington, D.C. 20036
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
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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 number of the earlier effective
registration statement for the same offering. /X/ Registration No. 333-06245
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
<TABLE>
<CAPTION>
PROPOSED
MAXIMUM
AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF OFFERING REGISTRATION
SECURITIES TO BE REGISTERED PRICE(1)(2) FEE(1)
<S> <C> <C>
Common Stock, $.01 par value per
share.................................. $517,500 $178.45
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act of 1933.
(2) The Proposed Maximum Aggregate Offering Price of the securities
registered hereby and pursuant to Registration Statement No. 333-06245
shall be $35,017,500.
</TABLE>
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<PAGE>
EXPLANATORY NOTE
In accordance with Rule 462(b) of the Securities Act of 1933, as amended,
(the "Act") the contents of Registration Statement No. 333-06245 (and any
Prospectus filed in connection therewith pursuant to Rule 424(b)(1) or (4)
of the Act) shall be deemed to be incorporated by reference into this
Registration Statement and to be part hereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Form S-1 Registration Statement to signed on its behalf by
the undersigned, thereunto duly authorized, in the City of San Juan, Puerto Rico
on August 21, 1996.
R&G FINANCIAL CORPORATION
By: /s/ VICTOR J. GALAN
-----------------------------------
Victor J. Galan
CHAIRMAN OF THE BOARD, PRESIDENT
AND
CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby makes, constitutes and appoints Victor J. Galan his true and lawful
attorney, with full power to sign for each person and in such person's name and
capacity indicated below, and with full power of substitution, any and all
amendments to this Registration Statement, hereby ratifying and confirming such
person's signature as it may be signed by said attorney to any and all
amendments.
<TABLE>
<CAPTION>
NAME TITLE DATE
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<C> <S> <C>
Chairman of the Board and
/S/ VICTOR J. GALAN Chief Executive Officer
------------------------------------------- (principal executive August 21, 1996
Victor J. Galan officer)
/s/ ANA M. ARMENDARIZ Director, Controller and
------------------------------------------- Treasurer (principal August 21, 1996
Ana M. Armendariz accounting officer)
/s/ RAMON PRATS
------------------------------------------- Executive Vice President August 21, 1996
Ramon Prats and Director
/s/ ENRIQUE UMPIERRE-SUAREZ
------------------------------------------- Director and Secretary August 21, 1996
Enrique Umpierre-Suarez
/s/ VICTOR L. GALAN FUNDORA
------------------------------------------- Director August 21, 1996
Victor L. Galan Fundora
/s/ JUAN J. DIAZ
------------------------------------------- Director August 21, 1996
Juan J. Diaz
/s/ PEDRO RAMIREZ
------------------------------------------- Director August 21, 1996
Pedro Ramirez
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NAME TITLE DATE
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<C> <S> <C>
/s/ LAURENO CARUS ABARCA
------------------------------------------- Director August 21, 1996
Laureno Carus Abarca
/s/ EDUARDO MCCORMACK
------------------------------------------- Director August 21, 1996
Eduardo McCormack
/s/ GILBERTO RIVERA-ARREAGA
------------------------------------------- Director August 21, 1996
Gilberto Rivera-Arreaga
/s/ BENIGNO R. FERNANDEZ
------------------------------------------- Director August 21, 1996
Benigno R. Fernandez
</TABLE>
<PAGE>
EXHIBIT 5.0
Law Offices
Elias, Matz, Tiernan & Herrick L.L.P.
12th Floor
734 15th Street, N.W.
Washington, DC 20005
Telephone 202-347-0300
Facsimile 202-347-2172
August 21, 1996
Board of Directors
R&G Financial Corporation
280 Jesus T. Pinero Avenue
Hato Rey, San Juan, Puerto Rico 00918
Gentlemen:
We have acted as special counsel to R&G Financial Corporation (the
"Company") in connection with the preparation and filing with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended (the
"Act"), of the Registration Statement on Form S-1 (the "Registration
Statement"), relating to the issuance of shares of the Company's Class B
common stock, par value $0.01 per share (the "Class B Shares"), with a
proposed maximum aggregate offering price of up to $517,500. (The Company has
previously registered an aggregate of $34,500,000 Class B Shares pursuant to
Registration Statement No. 333-06245). In this regard, we have examined the
Certificate of Incorporation, as amended, and Bylaws of the Company,
resolutions of the Board of Directors of the Company and such other documents
and matters of law as we deemed appropriate for the purposes of this opinion.
Based upon the foregoing, we are of the opinion as of the date hereof that
the Class B Shares registered hereby have been duly and validly authorized,
and when issued in accordance with the terms of the Prospectus incorporated
by reference from Registration No. 333-06245 and upon the receipt of
the consideration required thereby, will be legally issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement and to the references to this firm under the
heading "Legal Matters" in the Prospectus incorporated by reference from
Registration No. 333-06245.
Very truly yours,
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
By: /s/ Norman B. Antin
------------------------------------
Norman B. Antin, a Partner
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus incorporated by reference
from Registration No. 333-06245, which constitutes part of this Registration
Statement on Form S-1, of our report dated June 12, 1996, except
for Note 1 which is as of July 19, 1996, relating to the consolidated
financial statements of R&G Financial Corporation, which appears in such
Prospectus. We also consent to the reference to us under the heading
"Experts" in such Prospectus.
PRICE WATERHOUSE
San Juan, Puerto Rico
August 21, 1996
