Registration No. 333-_____
Filed May 21, 1999
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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R&G FINANCIAL CORPORATION
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(Exact Name of Registrant as specified in its Articles of Incorporation)
Puerto Rico 66-0532217
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(State of incorporation) (IRS Employer Identification No.)
280 Jesus T. Pinero Avenue
Hato Rey, San Juan, Puerto Rico 00918
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(Address of principal executive offices, including zip code)
R&G FINANCIAL CORPORATION STOCK OPTION PLAN
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(Full Title of the Plan)
Copies to:
Norman B. Antin, Esq.
Victor J. Galan Elias, Matz, Tiernan & Herrick L.L.P.
Chairman of the Board 734 15th Street, N.W.
and Chief Executive Officer Washington, D.C. 20005
R&G Financial Corporation (202) 347-0300
280 Jesus T. Pinero Avenue
Hato Rey, San Juan, Puerto Rico 00918
(787) 758-2424
- ------------------------------------
(Name, address, and telephone number
of agent for service)
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Maximum Maximum Amount of
to be Amount to be Offering Price Aggregate Registration
Registered Registered(1) Per Share Offering Price Fee
<S> <C> <C> <C> <C>
Class B Common Stock, par
value $.01 per share 756,000 $ 4.16 (3) $3,144,960 (3) $ 875
Class B Common Stock, par
value $.01 per share 113,400 $ 15.4375 (4) $1,750,613 (4) $ 487
------- ---------- ----------
Total 869,400(2) $4,895,573 $ 1,362
======= ========== ==========
</TABLE>
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to the
R&G Financial Corporation ("Company" or "Registrant") Stock Option Plan (the
"Plan") as a result of a stock split, stock dividend or similar adjustment of
the outstanding Class B common stock, $.01 par value per share ("Common Stock"),
of the Company.
(2) Represents shares reserved for issuance pursuant to the Plan.
(3) Estimated solely for the purpose of calculating the registration fee,
which has been calculated pursuant to Rule 457(h) promulgated under the
Securities Act of 1933, as amended ("Securities Act"). The Proposed Maximum
Offering Price Per Share is equal to the weighted average exercise price for the
options to purchase 756,000 shares of Common Stock which are outstanding under
the Plan as of the date hereof.
(4) Estimated solely for the purposes of calculating the registration fee in
accordance with Rule 457(c) promulgated under the Securities Act. The Proposed
Maximum Offering Price Per Share for the 113,400 shares for which stock options
have not been granted under the Plan is equal to the closing sales price of the
Common Stock of the Company on May 18, 1999 on the Nasdaq Stock Market.
--------------------------
This Registration Statement shall become effective automatically upon
the date of filing in accordance with Section 8(a) of the Securities Act and 17
C.F.R. Section 230.462.
2
<PAGE>
PART I
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
- ------------------------------------------
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended ("Securities
Act"), and the Note to Part I on Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year
ended December 31, 1998 filed with the Commission on March 31, 1999;
(b) All reports filed by the Company pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year covered by the
financial statements in the Annual Report referred to in clause (a)
above;
(c) The description of the Common Stock of the Company
contained in the Company's Registration Statement on Form 8-A filed
with the Commission on August 5, 1996;
(d) All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and
prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all
securities then remaining unsold.
Any statement contained in this Registration Statement, or in a
document incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein, or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein, modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
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Item 4. Description of Securities.
Not applicable since the Company's Common Stock is registered under
Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article VI of the Registrant's Bylaws provide as follows:
6.1 Indemnification.
(a) The Company shall indemnify, to the fullest extent authorized by
the General Corporation Law of the Commonwealth of Puerto Rico, any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the Company) by
reason of the fact that he is or was a director, officer, employee, or agent of
the Company, or is or was serving at the written request of the Company as a
director, officer, employer or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a matter he reasonably believed to be in or not opposed to
the best interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful,
provided that the Company shall not be liable for any amounts which may be due
to any person in connection with a settlement of any action, suit or proceeding
effected without its prior written consent or any action, suit or proceeding
initiated by any person seeking indemnification hereunder without its prior
written consent. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Company and, with respect to any criminal
action or proceeding, that such person had reasonable cause to believe that his
conduct was unlawful.
(b) The Company shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the Company to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee, or agent of
the Company, or is or was serving at the written request of the Company as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Company, except that no indemnification shall be made in respect of any claim,
issue or matter as to which such
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person shall have been adjudged to be liable for negligence or misconduct in the
performance of his duty to the Company unless and only to the extent that the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expense which such court shall deem proper.
(c) To the extent that a director, officer, employee, or agent of the
Company has been successful on the merits or otherwise in defense of any action,
suit or proceeding referred to in Section 6.1(a) or Section 6.1(b) of this
Article VI, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
(d) Any indemnification under Section 6.1(a) or Section 6.1(b) of
this Article VI (unless ordered by a court) shall be made by the Company only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth therein. Such determination
shall be made (a) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding,
or (b) if such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (c) by the stockholders.
(e) The Company shall not be liable for any amounts which may be due
to any person in connection with a settlement of any action, suit or proceeding
initiated by any person seeking indemnification under this Article VI without
its prior written consent.
6.2 Advancement of Expenses. Reasonable expenses (including
attorneys' fees) incurred in defending a civil or criminal action, suit or
proceeding described in Section 6.1 may be paid by the Company in advance of the
final disposition of such action, suit or proceeding as authorized by the Board
of Directors in the specific case upon receipt of an undertaking by or on behalf
of the director or officer to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the Company as authorized in
this Article VI.
6.3 Other Rights and Remedies. The indemnification and advancement of
expenses provided by, or granted pursuant to, this Article VI shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any statute, by-law, agreement,
vote of stockholders or disinterested directors or otherwise, both as to actions
in their official capacity and as to actions in another capacity while holding
such office, and shall continue as to a person who has ceased to be a director,
officer, employee, or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
6.4 Insurance. By action of its Board of Directors, notwithstanding
any interest of the directors in the action, the Company may purchase and
maintain insurance, in such amounts as the Board of Directors deems appropriate,
on behalf of any person who is or was a director, officer, employee or agent of
the Company, or is or was serving at the written request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other
5
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enterprise, against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or not the
Company would have the power or would be required to indemnify him against such
liability under the provisions of this Article VI or of the General Corporation
Law of the Commonwealth of Puerto Rico, or of the laws of any other State or
political dependency of the United States or foreign country as may be
applicable.
6.5 Modification. The duties of the Company to indemnify and to
advance expenses to a director, officer, employee or agent provided in this
Article VI shall be in the nature of a contract between the Company and each
such person, and no amendment or repeal of any provision of this Article VI
shall alter, to the detriment of such person, the right of such person to the
advance of expenses or indemnification related to a claim based on an act or
failure to act which took place prior to such amendment or repeal.
An unofficial English translation of Article 4.08 of the General
Corporation Law of 1996 of the Commonwealth of Puerto Rico provides:
A. A corporation may indemnify any person who is or was a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that said person was or is a director, officer employee, or agent of the
corporation, or was or is serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise. The indemnification may include expenses
reasonably incurred, including attorneys' fees, awards or judgments, fines and
amounts paid in settlement of such action, suit or proceeding, if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any legal action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith or in a manner which he reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to any criminal action or
proceeding, that the person did not have reasonable cause to believe that his
conduct was unlawful.
B. A corporation may indemnify any person who is or was a party or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to protect the interests of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee, or
agent of another corporation, partnership, joint venture, trust or other
enterprise. The indemnification may include expenses reasonably incurred,
including attorneys' fees, in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in, and not opposed to, the best interests of the corporation. No
indemnification shall be made in respect of any claim, matter or issue as to
which such person shall have been adjudged to be liable to the corporation
unless, upon application therefor, the court in which such action or suit was
brought shall determine that, despite the adjudication of liability and in view
of all the circumstances of the
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case, such person is fairly and reasonably entitled to be indemnified for such
expenses which such court shall deem proper, and only to the extent to which
said court shall determine.
C. To the extent that a director, officer, employee, or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections A and B or in defense of
any claim, matter or issue related thereto, he shall be indemnified against
expenses reasonably incurred by him (including attorneys' fees) by reason of
such action, suit or proceeding.
D. Any indemnification under subsections A and B (except that
ordered by a court) shall be made by the corporation, only as authorized in the
specific case, upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections A and B of this article.
Such determination shall be made:
1. by the board of directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or
proceeding, even if said directors constitute less than a quorum; or
2. if there shall not be any such directors, or if such
directors shall so determine by an independent legal counsel in a
written opinion to such effect; or
3. by the stockholders.
E. Prior to the final disposition of such action, suit or proceeding,
the corporation may pay in advance expenses incurred by an officer or director
defending a civil or criminal action, suit or proceeding. Upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to such
indemnification by the corporation, as authorized in this Article. Such expenses
incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the board of directors deems convenient.
F. The indemnification and advancement of expenses provided by this
Article shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement (of expenses) may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to actions in their official capacity and as to actions in another capacity
while holding such office.
G. Every corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee,
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him or incurred by him in any such capacity, or arising out of
his status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of this Article.
7
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H. For purposes of this Article, "the corporation" shall be deemed
to include, in addition to the resulting corporations, any corporation which is
a party to any consolidation or merger that is absorbed in a consolidation or
merger which, if its separate legal existence had continued, would have had the
power and authority to indemnify its directors, officers, and employees or
agents. So that any person who is or was a director, officer, employee or agent
of such constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer or employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this Article with respect to the
resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate legal existence had continued.
I. For purposes of this Article, the term "other enterprises" shall
include employee benefit plans. The term "fines" shall include any taxes
assessed on a person with respect to any benefit or employee plan. The term
"serving at the request of the corporation" shall include any service as a
director, officer, employee, or agent of the corporation which imposes duties
on, or involves services by, such director, officer, employee, or agent with
respect to an employee pension plan, its participants, or beneficiaries. A
person who acted in good faith and in a manner he reasonably believed to be in
the interest of the participants and beneficiaries of an employee pension plan
shall further be deemed to have acted in a manner "not opposed to the best
interests of the corporation" as referred to in this Article.
Item 7. Exemption from Registration Claimed.
Not applicable since no restricted securities will be reoffered or
resold pursuant to this Registration Statement.
8
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Item 8. Exhibits
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds to Exhibit Table
in Item 601 of Regulation S-K):
No. Exhibit Page
--- ------- ----
4 Common Stock Certificate *
5 Opinion of Elias, Matz, Tiernan & Herrick E-1
L.L.P. as to the legality of the securities
23.1 Consent of Elias, Matz, Tiernan & Herrick --
L.L.P. (contained in the opinion included
as Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP E-3
24 Power of attorney for any subsequent --
amendments is located in the signature pages
99.1 R&G Financial Corporation Stock Option Plan *
- ----------
* Incorporated by reference from the Company's Registration Statement on
Form S-1 (Commission File No. 333-06245) filed with the Commission on June 18,
1996, as amended.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act, (ii) to reflect
in the prospectus any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement, and (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change in such
information in the Registration Statement; provided, however, that clauses (i)
and (ii) do not apply if the information required to be included in a
post-effective amendment by those clauses is
9
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contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.
2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
4. That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
5. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the questions whether such indemnification by it is against public
policy expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Juan, Commonwealth of Puerto Rico on the 21st day
of May 1999.
R&G FINANCIAL CORPORATION
By: /s/ Victor J. Galan
----------------------------
Victor J. Galan
Chairman of the Board 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 of the directors and/or officers of
R&G Financial Corporation whose signature appears below hereby appoints Victor
J. Galan, as his or her attorney-in-fact to sign in his or her name and behalf,
in any and all capacities stated below and to file with the Securities and
Exchange Commission any and all amendments, including post-effective amendments,
to this Registration Statement on Form S-8, making such changes in the
Registration Statement as appropriate, and generally to do all such things in
their behalf in their capacities as directors and/or officers to enable R&G
Financial Corporation to comply with the provisions of the Securities Act of
1933, and all requirements of the Securities and Exchange Commission.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Victor J. Galan Chairman of the Board and Chief May 21, 1999
- --------------------------- Executive Officer
Victor J. Galan (principal executive officer)
/s/ Ana M. Armendariz Director and Treasurer May 21, 1999
- ---------------------------
Ana M. Armendariz
/s/ Ramon Prats Executive Vice President and Director May 21, 1999
- ---------------------------
Ramon Prats
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Enrique Umpierre-Suarez Director and Secretary May 21, 1999
- ---------------------------
Enrique Umpierre-Suarez
/s/ Victor L. Galan Fundora Director May 21, 1999
- ---------------------------
Victor L. Galan Fundora
/s/ Juan J. Diaz Director May 21, 1999
- ---------------------------
Juan J. Diaz
/s/ Pedro Ramirez Director May 21, 1999
- ---------------------------
Pedro Ramirez
/s/ Laureno Carus Abarca Director May 21, 1999
- ---------------------------
Laureno Carus Abarca
/s/ Eduardo McCormack Director May 21, 1999
- ---------------------------
Eduardo McCormack
/s/ Gilberto Rivera-Arreaga Director May 21, 1999
- ---------------------------
Gilberto Rivera-Arreaga
/s/ Benigno R. Fernandez Director May 21, 1999
- ----------------------------
Benigno R. Fernandez
/s/ Joseph R. Sandoval Senior Vice President and Chief Financial May 21, 1999
- ---------------------------- Officer (Principal financial and
Joseph R. Sandoval accounting officer)
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Ileana M. Colon-Carlo Director May 21, 1999
- ----------------------------
Ileana M. Colon-Carlo
May 21, 1999
/s/ Roberto Gorbea Director
- ----------------------------
Roberto Gorbea
</TABLE>
13
EXHIBIT 5
Law Offices
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
12th Floor
734 15th Street, N.W.
Washington, D.C. 20005
-----
TIMOTHY B. MATZ Telephone: (202) 347-0300 JEFFREY D. HAAS
STEPHEN M. EGE Facsimile: (202) 347-2172 KEVIN M. HOULIHAN
RAYMOND A. TIERNAN KENNETH B. TABACH
W. MICHAEL HERRICK PATRICIA J. WOHL
GERARD L. HAWKINS FIORELLO J. VICENCIO*
NORMAN B. ANTIN DANIEL R. KLEINMAN*
JOHN P. SOUKENIK* ANDREW ROSENSTEIN
GERALD F. HEUPEL, JR. DAVID TEEPLES
JEFFREY A. KOEPPEL CRISTIN ZEISLER*
DANIEL P. WEITZEL ERIC M. MARION*
PHILIP ROSS BEVAN
HUGH T. WILKINSON May 21, 1999 OF COUNSEL
ALLIN P. BAXTER
JACK I. ELIAS
SHERYL JONES ALU
*NOT ADMITTED IN D.C. VIA EDGAR
Board of Directors
R&G Financial Corporation
280 Jesus T. Pinero Avenue
Hato Rey, San Juan, Puerto Rico 00918
Re: Registration Statement on Form S-8
869,400 Shares of Class B Common Stock
Gentlemen:
We are special counsel to R&G Financial Corporation, a Puerto Rico
corporation (the "Corporation"), in connection with the preparation and filing
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, of a Registration Statement on Form S-8 (the "Registration
Statement"), relating to the registration of up to 869,400 shares of Class B
common stock, $.01 par value per share ("Common Stock"), to be issued pursuant
to the Corporation's Stock Option Plan (the "Plan") upon the exercise of stock
options and/or stock appreciation rights (together, the "Option Rights"). The
Registration Statement also registers an indeterminate number of additional
shares which may be necessary under the Plan to adjust the number of shares
reserved thereby for issuance as the result of a stock split, stock dividend or
similar adjustment of the outstanding Common Stock of the Corporation. We have
been requested by the Corporation to furnish an opinion to be included as an
exhibit to the Registration Statement.
<PAGE>
For this purpose, we have reviewed the Registration Statement and
related Prospectus, the Certificate of Incorporation, as amended, the Bylaws of
the Corporation, the Plan, a specimen stock certificate evidencing the Common
Stock of the Corporation and such other corporate records and documents as we
have deemed appropriate. We are relying upon the originals, or copies certified
or otherwise identified to our satisfaction, of the corporate records of the
Corporation and such other instruments, certificates and representations of
public officials, officers and representatives of the Corporation as we have
deemed relevant as a basis for the opinions expressed herein. In addition, we
have assumed, without independent verification, the genuineness of all
signatures and the authenticity of all documents furnished to us and the
conformance in all respects of copies to originals. Furthermore, we have made
such factual inquiries and reviewed such laws as we determined to be relevant
for this opinion.
For purposes of this opinion, we have also assumed that (i) the shares
of Common Stock issuable pursuant to Option Rights granted under the terms of
the Plan will continue to be validly authorized on the dates the Common Stock is
issued pursuant to the Option Rights; (ii) on the dates the Option Rights are
exercised, the Option Rights granted under the terms of the Plan will constitute
valid, legal and binding obligations of the Corporation and will (subject to
applicable bankruptcy, moratorium, insolvency, reorganization and other laws and
legal principles affecting the enforceability of creditors' rights generally) be
enforceable as to the Corporation in accordance with their terms; (iii) the
Option Rights are exercised in accordance with their terms and the exercise
price therefor is paid in accordance with the terms thereof; (iv) no change
occurs in applicable law or the pertinent facts; and (v) the provisions of "blue
sky" and other securities laws as may be applicable will have been complied with
to the extent required.
Based on the foregoing, and subject to the assumptions set forth
herein, we are of the opinion as of the date hereof that the shares of Common
Stock to be issued pursuant to the Plan, when issued and sold pursuant to the
Plan and upon receipt of the consideration required thereby, will be legally
issued, fully paid and non-assessable shares of Common Stock of the Corporation.
We hereby consent to the reference to this firm under the caption
"Legal Opinion" in the Prospectus of the Plan and to the filing of this opinion
as an exhibit to the Registration Statement.
Very truly yours,
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
By: /s/ Norman B. Antin, a Partner
--------------------------
Norman B. Antin, a Partner
Exhibit 23.2
[PricewaterhouseCoopers LLP Letterhead]
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 10, 1999 relating to the
financial statements, which appears in the 1998 Annual Report to Shareholders of
R&G Financial Corporation, which is incorporated by reference in R&G Financial
Corporation's Annual Report on Form 10-K for the year ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
San Juan, Puerto Rico
May 18, 1999
