FIRST BANCORP /PR/
8-A12B, 2000-10-27
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                    FORM 8-A

                        FOR REGISTRATION OF SECURITIES OF
                          CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12 (b) OR 12 (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                 First BanCorp.

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

    Commonwealth of Puerto Rico                                66-0561882
------------------------------------                   ----------------------
  (STATE OR OTHER JURISDICTION OF                         (I.R.S. EMPLOYER
   INCORPORATION OR ORGANIZATION)                         IDENTIFICATION NO.)

1519 Ponce de Leon Avenue
  San Juan, Puerto Rico                                      00908-0146
-----------------------------------                    ----------------------

       SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

TITLE OF EACH CLASS                               NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED                               EACH CLASS IS TO BE REGISTERED

8.35% Noncumulative Perpetual Monthly Income
Preferred Stock, Series B (par value $1.00 per share)   New York Stock Exchange
-----------------------------------------------------   ----------------------

         If this  form  relates  to the  registration  of a class of  securities
pursuant  to Section  12(b) of the  Exchange  Act and is  effective  pursuant to
General Instruction A.(c), check the following box. [x]

         If this  form  relates  to the  registration  of a class of  securities
pursuant  to Section  12(g) of the  Exchange  Act and is  effective  pursuant to
General Instruction A.(d), check the following box. [ ]

Securities Act registration statement file number to which this form relates:
333-45416

       SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:

                                 NOT APPLICABLE
<PAGE>


                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

         Furnish the information required by Item 202 of Regulation S-K (Section
229.202 of this chapter).

         A  description  of the 8.35%  Noncumulative  Perpetual  Monthly  Income
Preferred  Stock,  Series B, $1.00 par value per share (the  "Series A Preferred
Stock") of First  BanCorp.  (the  "Registrant")  is contained in the  prospectus
filed with the Securities  and Exchange  Commission on October 27, 2000 pursuant
to Rule 424(b)(1)  under the Securities Act of 1933, as amended.  The prospectus
relates to the Registrant's  Registration on Form S-3 (SEC File No.  333-45416),
which  became  effective  on  October  26,  2000 and is  incorporated  herein by
reference.

INSTRUCTION. If a description of the securities comparable to that required here
is contained in any other filing with the  Commission,  such  description may be
incorporated  by reference  to such other filing in answer to this item.  If the
securities  are to be  registered  on a  national  securities  exchange  and the
description  has not  previously  been filed with such  exchange,  copies of the
description  shall  be filed  with  copies  of the  application  filed  with the
exchange.

ITEM 2.           EXHIBITS

         List below all  exhibits,  if any,  required to be filed as part of the
registration statement:

         3.1      Certificate of  Incorporation of Registrant is incorporated by
                  reference to the Registration  Statement on Form S-4 (SEC File
                  No.   333-08640)   filed  with  the  Securities  and  Exchange
                  Commission on April 15, 1998, as amended.

         3.2      The By-Laws of Registrant are incorporated by reference to the
                  Registration  Statement  on Form S-4 (SEC File No.  333-08640)
                  filed with the Securities and Exchange Commission on April 15,
                  1998, as amended.

         3.3      Certificate of Designation designating the terms of the Series
                  B Preferred Stock (filed herewith).

         4.1      Form of Series B Preferred  Stock  Certificate is incorporated
                  by reference to Exhibit 4(a) of the Registration  Statement on
                  Form S-3 (SEC File No.  333-45416)  filed with the  Securities
                  and Exchange Commission on September 8, 2000, as amended.


<PAGE>



                                    SIGNATURE

                  Pursuant to the  requirements  of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.


                                                             FIRST BANCORP


                                             /s/ Annie Astor de Carbonell
                                          Name:  Annie Astor de Carbonell
                                          Title: Senior Executive Vice President
                                                  and Chief Financial Officer

                                           Date: October 27, 2000


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