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
September 14, 1999
_____________________________________________________________________________
(Date of earliest event reported)
R&G Financial Corporation
_____________________________________________________________________________
(Exact name of registrant as specified in its charter)
Puerto Rico 0-21137 66-0532217
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
280 Jesus T. Pinero Avenue
Hato Rey, San Juan, Puerto Rico 00918
_____________________________________________________________________________
(Address of principal executive offices) (Zip Code)
(787) 758-2424
_____________________________________________________________________________
(Registrant's telephone number, including area code)
Not Applicable
_____________________________________________________________________________
(Former name, former address and former fiscal year, if changed since last
report)
Page 1 of 3
Exhibit Index appears on Page 2
ITEM 5. OTHER EVENTS
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On September 14, 1999, R&G Financial Corporation filed its Amended and
Restated Certificate of Incorporation with the Commonwealth of Puerto Rico
Department of State. The Amended and Restated Certificate of Incorporation is
attached hereto as an exhibit and is incorporated herein by reference.
ITEM 7. EXHIBIT
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EXHIBIT NUMBER DESCRIPTION
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3.1 Amended and Restated Certificate of
Incorporation of R&G Financial Corporation.
2
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 thereunto duly authorized.
R&G FINANCIAL CORPORATION
Date: November 18, 1999 By: /s/ Joseph Sandoval
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Joseph Sandoval
Chief Financial Officer
EXHIBIT 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
R&G FINANCIAL CORPORATION
R&G Financial Corporation (the "Corporation") hereby certifies that it
filed its original Certificate of Incorporation with the Commonwealth of
Puerto Rico Department of State on March 29, 1996.
It also certifies that on August 17th, 1999, the Board of Directors of
the Corporation duly adopted the Amended and Restated Certificate of
Incorporation of the Corporation in accordance with Article 8.05 of the
General Corporation Law of 1995, with the purpose of consolidating the
amendments already filed in the Department of State.
ARTICLE I
NAME
The name of the corporation is R&G Financial Corporation (hereinafter
referred to as the "Corporation").
ARTICLE II
PRINCIPAL OFFICE AND REGISTERED AGENT
The address of the principal office of the Corporation in the
Commonwealth of Puerto Rico is 280 Jesus T. Pinero Avenue, Hato Rey, San Juan,
Puerto Rico 00918. The name of the registered agent at such address is Sonia
Colon.
ARTICLE III
NATURE OF BUSINESS
The purpose of the Corporation is to engage, for profit, in any lawful
act or activity for which a corporation may be organized under the General
Corporation Law of the Commonwealth of Puerto Rico, as amended from time to
time (hereinafter, as so amended, the "General Corporation Law").
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ARTICLE IV
CAPITAL STOCK
The total number of shares of all classes which the Corporation shall
have the authority to issue is EIGHTY MILLION (80,000,000) shares, consisting
of FORTY MILLION (40,000,000) shares of Class A Common Stock, par value $.01
per share (hereinafter called the "Class A Common Stock"), THIRTY MILLION
(30,000,000) shares of Class B Common Stock, par value $.01 per share
(hereinafter called the "Class B Common Stock") and TEN MILLION (10,000,000)
shares of Preferred Stock, par value $.01 per share (hereinafter called the
"Preferred Stock"). As used herein, the term "Common Stock" shall include
Class A Common Stock and Class B Common Stock. The following is a statement of
the designations, preferences, limitations and relative rights in respect of
each Class of Common Stock an of the Preferred Stock of the Corporation:
A. Except as herein otherwise expressly provided, all shares of
Class A Common Stock and Class B Common Stock shall be identical and shall
entitle the holders thereof to the same rights and privileges.
1. DIVIDENDS. When and as dividends are declared or paid or
distributions are made upon Common Stock, whether payable in cash, in property
or in securities of the Corporation, the holders of Common Stock shall be
entitled to share equally, share for share, in such dividends and
distributions, except that if dividends are declared which are payable in
shares of Class A Common Stock or Class B Common Stock, dividends shall be
declared
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which are payable at the same rate in each such class of stock and the
dividends payable in shares of Class A Common Stock shall be payable to the
holders of that class of stock and the dividends payable in shares of Class B
Common Stock shall be payable to the holders of that class of stock.
2. CONVERSION. Subject to and upon compliance with the
provisions hereof, each record holder of Class A Common Stock shall be
entitled at any time and from time to time to convert any or all of its shares
of Class A Common Stock held by such holder into shares of Class B Common
Stock at the rate of one (1) share of Class B Common Stock for each share of
Class A Common Stock so converted. The shares of Class B Common Stock shall
not carry any conversion rights nor otherwise be convertible into shares of
Class A Common Stock.
Each conversion of shares of Class A Common Stock into shares of
Class B Common Stock shall be effected by the surrender of the certificate or
certificates representing the shares of the Class A Common Stock to be
converted at the principal office of the Corporation (or such other office or
agency of the Corporation as the Corporation may designate by notice in
writing to the holder or holders of Class A Common Stock) at any time during
its usual business hours, together with written notice by the holder of the
Class A Common Stock stating that such holder desires to convert a stated
number of shares of Class A Common Stock represented by such certificates into
Class B Common Stock which notice shall also state the name or names (with
addresses) and denominations in which the certificate or certificates for
Class B Common Stock shall be issued and shall include instructions for
delivery thereof. Promptly after such surrender
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and the receipt of such written notice, the Corporation shall issue and
deliver in accordance with such instructions the certificate or certificates
for Class B Common Stock issuable upon such conversion.
Such conversion shall be deemed to have been effected as of the
close of business on the date on which such certificate or certificates
representing the shares of Class A Common Stock shall have been surrendered to
the Corporation and such notice shall have been received by the Corporation,
and at such time all rights of the holder of such converted shares of Class A
Common Stock (or a specified portion thereof) as such holder shall cease and
the person in whose name or names any certificate or certificates for shares
of Class B Common Stock are to be issued upon such conversion shall be deemed
to have become the holder or holders of record of the shares of Class B Common
Stock issuable upon such conversion.
The Corporation shall at all times reserve and keep available out
of its authorized but unissued shares of Class B Common Stock solely for the
purpose of issue upon the conversion of Class A Common Stock, as herein
provided, such number of shares of Class B Common Stock as shall then be
issuable upon the conversion of all outstanding shares of Class A Common
Stock. All shares of Class B Common Stock issuable upon a conversion described
herein shall, when issued, be duly and validly issued and fully paid and
non-assessable. The issuance of certificates for shares of Class B Common
Stock upon conversions of shares of Class A Common Stock shall be made without
charge to the holders of such shares of Class A Common Stock for any issuance
tax in respect thereof, provided that the Corporation shall not be
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required to pay any taxes which may be payable in respect of any transfer
involved in the issuance and delivery of any certificate in a name other than
that of the holder of the shares of Class A Common Stock converted.
3. VOTING RIGHTS. Each holder of Class A Common Stock shall be
entitled to two (2) votes for each share of Class A Common Stock held by such
shareholder on any matter on which shareholders of Common Stock are entitled
to vote. Each holder of Class B Common Stock shall be entitled to one (1) vote
for each share of Class B Common Stock held by such holder on any matter on
which shareholders of Common Stock are entitled to vote. Consistent herewith,
upon conversion of shares of Class A Common Stock to shares of Class B Common
Stock, each share of Class B Common Stock shall only be entitled to one (1)
vote.
B. The Board of Directors is hereby expressly authorized, by
resolution or resolutions to provide, out of the unissued shares of Preferred
Stock, for series of Preferred Stock. Before any shares of any such series are
issued, the Board of Directors shall fix, and hereby is expressly empowered to
fix, by resolution or resolutions, the following provisions of the shares
thereof:
(a) the designation of such series, the number of shares to
constitute such series and the stated value thereof if different from the par
value thereof;
(b) whether the shares of such series shall have voting rights,
in addition to any voting rights provided by law,
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and, if so, the terms of such voting rights, which may be general or limited;
(c) the dividends, if any, payable on such series, whether any
such dividends shall be cumulative, and, if so, from what dates, the
conditions and dates upon which such dividends shall be payable, the
preference or relation which such dividends shall bear to the dividends
payable on any shares of stock of any other Class or any other series of this
class;
(d) whether the shares of such series shall be subject to
redemption by the Corporation, and, if so, the times, prices and other
conditions of such redemption;
(e) the amount or amounts payable upon shares of such series
upon, and the rights of the holders of such series in, the voluntary or
involuntary liquidation, dissolution or winding up, or upon any distribution
of the assets, of the Corporation;
(f) whether the shares of such series shall be subject to the
operation of a retirement or sinking fund and, if so, the extent to and manner
in which any such retirement or sinking fund shall be applied to the purchase
or redemption of the shares of such series for retirement or other corporate
purposes and the terms and provisions relative to the operation thereof;
(g) whether the shares of such series shall be convertible into,
or exchangeable for shares of stock of any other Class or any other series of
this class or any other securities, and, if so, the price or prices or the
rate or rates of conversion or exchange and the method, if any, of adjusting
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the same, and any other terms and conditions of conversion or exchange;
(h) the limitations and restrictions, if any, to be any shares
of such series are outstanding upon the payment of dividends or the making of
other distributions on, and upon the purchase, redemption or other acquisition
by the Corporation of, the Common Stock or shares of stock of any other
Class or any other series of this class;
(i) the conditions or restrictions, if any, upon the creation of
indebtedness of the Corporation or upon the issue of any additional stock,
including additional shares of such series or of any other series of this
class or of any other class; and
(j) any other powers, preferences and relative, participating,
optional and other special rights, and any qualifications, limitations
and restrictions thereof.
The powers, preferences and relative, participating, optional and other
special rights, of each series of Preferred Stock, and the qualifications,
limitations or restrictions thereof, if any, may differ from those of any and
all other series at any time outstanding. All shares of anyone series of
Preferred Stock shall be identical in all respects with all other shares of
such series, except that shares of any one series issued at different times
may differ as to the dates from which dividends thereon shall accrue and/or be
cumulative.
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ARTICLE V
INCORPORATOR
The name and mailing address of the sole incorporator is as follows:
Name Address
Victor J. Galan 280 Jesus T. Pinero Avenue
Hato Rey, Puerto Rico 00918
ARTICLE VI
PREEMPTIVE RIGHTS
No holder of the capital stock of the Corporation shall be entitled as
such, as a matter of right, to subscribe for or purchase any part of any new
or additional issue of stock of any class whatsoever of the Corporation, or of
securities convertible into stock of any class whatsoever, whether now or
hereafter authorized, or whether issued for cash or other consideration or by
way of a dividend.
ARTICLE VII
DIRECTORS
A. DIRECTORS AND NUMBER OF DIRECTORS. The business and affairs of
the Corporation shall be managed by or under the direction of a Board of
Directors. Except as otherwise fixed
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pursuant to the provisions of Article IV hereof relating to the rights of the
holders of any class or series of stock having a preference over the Common
Stock as to dividends or upon liquidation to elect additional directors, the
number of directors shall be determined as stated in the Corporation's Bylaws,
as may be amended from time to time.
B. CLASSIFICATION AND TERM. The Board of Directors, other than those
who may be elected by the holders of any class or series of stock having
preference over the Common Stock as to dividends or upon liquidation, shall be
divided into three classes as nearly equal in number as possible, with one
class to be elected annually. The term of office of the initial directors
shall be as follows: the term of directors of the first class shall expire at
the first annual meeting of stockholders after the effective date of this
Certificate of Incorporation; the term of office of the directors of the
second class shall expire at the second annual meeting of stockholders after
the effective date of this Certificate of Incorporation; and the term of
office of the third class shall expire at the third annual meeting of
stockholders after the effective date of this Certificate of Incorporation;
and, as to directors of each class, when their respective successors are
elected and qualified. At each annual meeting of stockholders, directors
elected to succeed those whose terms are expiring shall be elected for a term
of office to expire at the third succeeding annual meeting of stockholders and
when their respective successors are elected and qualified.
C. NO CUMULATIVE VOTING. Stockholders of the Corporation shall not
be permitted to cumulate their votes for the election of directors.
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D. VACANCIES. Except as otherwise fixed pursuant to the provisions
of Article IV hereof relating to the rights of the holders of any class or
series of stock having a preference over the Common Stock as to dividends or
upon liquidation to elect directors, any vacancy occurring in the Board of
Directors, including any vacancy created by reason of an increase in the
number of directors, may be filled by a majority vote of the directors then in
office, whether or not a quorum is present, or by a sole remaining director,
and any director so chosen shall hold office for the remainder of the term to
which the director has been selected and until such director's successor shall
have been elected and qualified. When the number of directors is changed, the
Board of Directors shall determine the class or classes to which the increased
or decreased number of directors shall be apportioned; provided that no
decrease in the number of directors shall shorten the term of any incumbent
director.
E. REMOVAL. Subject to the rights of any class or series of stock
having preference over the Common Stock as to dividends or upon liquidation to
elect directors, any director (including persons elected by directors to fill
vacancies in the Board of Directors) may be removed from office, with or
without cause, by an affirmative vote of not less than a majority of the votes
eligible to be cast by stockholders at a duly constituted meeting of
stockholders called expressly for such purpose.
ARTICLE VIII
BYLAWS
The Board of Directors or stockholders may adopt, alter, amend or repeal
the Bylaws of the Corporation. Such action by
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the Board of Directors shall require the affirmative vote of a majority of the
directors then in office at any regular or special meeting of the Board of
Directors. Such action by the stockholders shall require the affirmative vote
of the holders of a majority of the shares of the Corporation entitled to vote
generally in an election of directors, voting together as a single class, as
well as such additional vote of the Preferred Stock as may be required by the
provisions of any series thereof, provided that the affirmative vote of the
holders of at least 75% of the shares of the Corporation entitled to vote
generally in an election of directors, voting together as a single class, as
well as such additional vote of the Preferred Stock as may be required by the
provisions of any series thereof, shall be required to amend, adopt, alter,
change or repeal any provision of the Bylaws of the Corporation which is
inconsistent with Articles VII, VIII, IX, and X of this Certificate of
Incorporation and which is not approved by the affirmative vote of two-thirds
(2/3) of the members of the Corporation's Board of Directors then in office.
ARTICLE IX
LIABILITY OF DIRECTORS AND OFFICERS
The personal liability of the directors and officers of the Corporation
for monetary damages shall be eliminated to the fullest extent permitted by
the General Corporation Law of the Commonwealth of Puerto Rico as it exists on
the effective date of this Certificate of Incorporation or as such law may be
thereafter in effect. No amendment, modification or repeal of this Article IX
shall adversely affect the rights provided hereby with respect to any claim,
issue or matter in any proceeding that
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is based in any respect on any alleged action or failure to act prior to such
amendment, modification or repeal.
ARTICLE X
AMENDMENT
The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by law, and all rights conferred upon stockholders herein
are granted subject to this reservation. No amendment, addition, alteration,
change or repeal of this Certificate of Incorporation shall be made unless it
is first approved by the Board of Directors of the Corporation pursuant to a
resolution adopted by the affirmative vote of a majority of the directors then
in office, and, to the extent required by applicable law, is thereafter
approved by the holders of a majority as provided below) of the shares of the
Corporation entitled to vote generally in an election of directors, voting
together as a single class, as well as such additional vote of the Preferred
Stock as may be required by the provisions of any series thereof.
Notwithstanding anything contained in this Certificate of Incorporation to the
contrary, the affirmative vote of the holders of at least 75% of the shares of
the Corporation entitled to vote generally in an election of directors, voting
together as a single class, as well as such additional vote of the Preferred
Stock as may be required by the provisions of any series thereof, shall be
required to amend, adopt, alter, change or repeal any provision inconsistent
with Articles VII, VIII, IX, and X hereof which is not approved by the
affirmative vote of two-thirds (2/3) of the Corporation's Board of Directors
then in office.
