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As filed with the Securities and Exchange Commission on August 4, 1999
REGISTRATION NO. 333- ______
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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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ORIENTAL FINANCIAL GROUP INC.
(Exact Name of Registrant as Specified in its Charter)
Commonwealth of Puerto Rico 660538893
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation)
Hato Rey Tower, Suite 501, 268 Munoz Rivera Avenue
San Juan, Puerto Rico 00918
(Address of Principal Executive Offices)
ORIENTAL FINANCIAL GROUP
1998 INCENTIVE STOCK OPTION PLAN
AND
ORIENTAL BANK AND TRUST
1996 INCENTIVE STOCK OPTION PLAN
(Full Title of the Plans)
Jose Enrique Fernandez
Chairman of the Board of Directors,
President and Chief Executive Officer
Oriental Financial Group Inc.
Hato Rey Tower, Suite 501
268 Munoz Rivera Avenue
Hato Rey, Puerto Rico 00918
(787) 766-1986
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(Name, Address and Telephone
Number, including Area Code,
of Agent for Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered(1) offering price aggregate registration fee
per share(2) offering price(2)
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<S> <C> <C> <C> <C>
Common Stock, par
value $1.00 per share 750,000 shares(3) $24.81(4) $18,607,500 $5,172.89
Common Stock, par
value $1.00 per share 630,000 shares(5) $24.81(4) $15,630,300 $4,345.22
=========
$9,518.11(6)
=========
</TABLE>
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1. This Registration Statement also covers an indeterminate number of
shares of common stock, par value $1.00 per share (the "Common Stock"),
that may be issued by the Company from time to time by virtue of stock
splits, stock dividends or similar transactions in accordance with Rule
416 under the Securities Act of 1933, as amended (the "Securities
Act").
2. Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h)(1) under the Securities Act.
3. Under the Oriental Financial Group 1998 Incentive Stock Option Plan.
4. Based on the average of the high and low prices of the Company's Common
Stock reported on the New York Stock Exchange on August 2, 1999.
5. Under the Oriental Bank and Trust 1996 Incentive Stock Option Plan.
6. Total filing fee being paid.
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PART I
INFORMATION REQUIRED IN THE PROSPECTUS
Pursuant to the Note to Part I of Form S-8, the documents containing the
information specified by Part I of Form S-8 will be sent or given to employees
as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act"). Such documents are not required to be and are not filed with
the Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. These documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II of Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
The shares of common stock, par value $1.00 per share (the "Common
Stock"), of Oriental Financial Group Inc. (the "Company") to be offered and sold
to the employees under the Oriental Financial Group 1998 Incentive Stock Option
Plan and the Oriental Bank and Trust 1996 Incentive Stock Option Plan are being
registered by the Company on this Registration Statement.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The Company hereby incorporates by reference the following documents:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1998;
2. All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year covered by the Annual Report
referred to above, including the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1999; and
3. The description of the Company's Common Stock contained in its
Registration Statement on Form 8-B filed as of January 10, 1997.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 shall be deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof from the date of filing of such documents. Any statement contained
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.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 1.02(B)(6) of the Puerto Rico General Corporation Law (the
"PR-GCL") provides that a corporation may include in its certificate of
incorporation a provision eliminating or limiting the personal liability of
members of its board of directors or governing body for breach of a director's
fiduciary duties. However, no such provision may eliminate or limit the
liability of a director for breaching his duty of loyalty, failing to act in
good faith, engaging in intentional misconduct or knowingly violating a law,
paying an unlawful dividend or approving an unlawful stock repurchase, or
obtaining an improper personal benefit.
Article Ninth of the Company's Certificate of Incorporation, as amended,
provides that the personal liability of the directors and officers of the
Company for monetary damages shall be eliminated to the fullest extent permitted
by the PR-GCL.
Section 4.08 of the PR-GCL authorizes a Puerto Rico corporation to
indemnify its officers and directors and to purchase and maintain insurance on
behalf of its officers and directors against liabilities arising out of pending
or threatened actions, suits or proceedings to which such officers or directors
are or may be made parties by reason of being officers or directors of the
corporation. Such rights of indemnification are not exclusive of any other
rights to which such officers or directors may be entitled under any by-law,
agreement, vote of shareholders or otherwise.
Section 1 of Article VII of the Company's By-laws provides that
directors, officers, employees and agents of the Company shall be indemnified to
the fullest extent authorized by the PR-GCL against expenses and certain other
liabilities arising out of legal action brought or threatened against them for
their conduct on behalf of the Company, provided that each such person acted in
good faith and in a manner that he or she reasonably believed was in or not
opposed to the Company's best interests. Indemnification by the Company is
available in a criminal action only if such person had no reasonable cause to
believe that his or her conduct was unlawful.
Section 4 of Article VII of the Company's By-laws provides that the
Company may maintain insurance covering certain liabilities of officers,
directors, employees and agents of the Company, whether or not the Company would
have the power or would be required to indemnify them against such liabilities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
4.1 Oriental Financial Group 1998 Incentive Stock Option
Plan (incorporated by reference to the Company's
Definitive Proxy Statement filed with the Commission on
September 29, 1998, File No. 001-12647).
4.2 Oriental Bank and Trust 1996 Incentive Stock Option
Plain (incorporated by reference to the Company's
Definitive Proxy Statement filed with the Commission on
September 19, 1997, File No. 001-12647).
5 and 23.1* Opinion of McConnell Valdes as to the legality of the
securities registered hereunder, such opinion also
containing the consent of McConnell Valdes.
23.2* Consent of PricewaterhouseCoopers LLP.
24* Power of attorney (included in page 5 hereof).
</TABLE>
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* Filed herewith.
ITEM 9. UNDERTAKINGS.
The Company 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.
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement.
Provided, however, that paragraphs (i) and (ii) above do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company 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.
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(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.
That, for purposes of determining any liability under the Securities Act,
each filing of the Company's Annual Report pursuant to Section 13(a) or Section
15(d) of the Exchange Act that is incorporated by reference in this Registration
Statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company 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 such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by the Company is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Municipality of San Juan, Commonwealth of Puerto Rico, on the
29th day of July, 1999.
ORIENTAL FINANCIAL GROUP INC.
By: /S/ Jose Enrique Fernandez
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Jose Enrique Fernandez
Chairman of the Board of Directors,
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Jose Enrique Fernandez, Rafael Valladares, Andres Morgado and Jose Rafael
Fernandez, each acting singly, his true and lawful attorneys-in-fact and agents,
each with full power of substitution and re-substitution for him and in his
name, place and stead in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and any
registration statement relating to the same offering as this Registration
Statement that is to be effective upon filing pursuant to Rule 462(a) under the
Securities Act of 1933, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and
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confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Chairman of the Board of
Directors,
President and
/S/ Jose Enrique Fernandez Chief Executive Officer July 29, 1999
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Jose Enrique Fernandez
Senior Vice President
and
Controller
/S/ Rafael Valladares (Principal Financial Officer) July 29, 1999
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Rafael Valladares
Director
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Pablo I. Altieri
/S/Efrain Archilla Director July 29, 1999
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Efrain Archilla
/S/ Julian S. Inclan Director July 29, 1999
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Julian S. Inclan
/S/Diego Perdomo Alvarez Director July 29, 1999
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Diego Perdomo Alvarez
/S/Alberto Richa Angelini Director July 29, 1999
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Alberto Richa Angelini
/S/Emilio Rodriguez, Jr. Director July 29, 1999
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Emilio Rodriguez, Jr.
/S/Maricarmen Aponte Director July 29, 1999
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Maricarmen Aponte
/S/Francisco Arrivi Director July 29, 1999
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Francisco Arrivi
</TABLE>
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INDEX OF EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
4.1 Oriental Financial Group 1998 Incentive Stock Option
Plan (incorporated by reference to the Company's
Definitive Proxy Statement filed with the Commission on
September 29, 1998, File No. 001-12647).
4.2 Oriental Bank and Trust 1996 Incentive Stock Option
Plain (incorporated by reference to the Company's
Definitive Proxy Statement filed with the Commission on
September 19, 1997, File No. 001-12647).
5 and 23.1* Opinion of McConnell Valdes as to the legality of the
securities registered hereunder, such opinion also
containing the consent of McConnell Valdes.
23.2* Consent of PricewaterhouseCoopers LLP.
24* Power of attorney (included in page 5 hereof).
</TABLE>
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* Filed herewith.
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EXHIBIT 5
August 4, 1999
Board of Directors
Oriental Financial Group Inc.
Hato Rey Tower, Suite 501
268 Munoz Rivera Avenue
San Juan, Puerto Rico 00918
Ladies and Gentlemen:
As counsel to Oriental Financial Group Inc., a Puerto Rico corporation
(the "Company"), we have been requested to render this opinion for filing as
Exhibits 5 and 23.1 to the Company's Registration Statement on Form S-8 (the
"Registration Statement"), which is being filed at the Securities and Exchange
Commission (the "Commission").
The Registration Statement covers 750,000 shares of the Company's common
stock, par value $1.00 per share, which may be sold by the Company upon the
exercise of options to be granted pursuant to the Oriental Financial Group 1998
Incentive Stock Option Plan (the "1998 Plan") filed as Exhibit 4.1 to the
Registration Statement, and 630,000 shares of the Company's common stock, par
value $1.00 per share, which may be sold by the Company upon the exercise of
options to be granted pursuant to the Oriental Bank and Trust 1996 Incentive
Stock Option Plan (the "1996 Plan") (the 1998 Plan and the 1996 Plan are
collectively referred to as the "Plans") filed as Exhibit 4.2 to the
Registration Statement.
We have examined the Company's Certificate of Incorporation, as amended,
the Company's By-laws, the Plans and related minutes of action taken by the
Board of Directors and stockholders of the Company and such other documents and
records as we have deemed appropriate. In the foregoing examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals and the conformity to originals of
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Board of Directors
Page 11
August 4, 1999
all documents submitted to us as certified or reproduced copies
of originals.
Based on the foregoing, we are of the opinion that the shares to be
issued under the Plans, when issued in accordance with the terms and conditions
of the Plans, will be duly authorized, legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. This consent is not to be construed as an admission that
we are within the category of persons whose consent is required under Section
7(a) of the Securities Act of 1933, as amended, or the rules and regulations of
the Commission thereunder.
Very truly yours,
/s/ McConnell Valdes
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated July 31, 1998 relating to the
financial statements, which appears in the 1998 Annual Report to Shareholders
of Oriental Financial Group Inc., which is incorporated by reference in
Oriental Financial Group Inc.'s Annual Report on Form 10-K for the year ended
June 30, 1998.
/s/ PricewaterhouseCoopers LLP
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PricewaterhouseCoopers LLP
San Juan, Puerto Rico
July 28, 1999
