UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ORIENTAL FINANCIAL GROUP INC.
(Exact name of registrant as specified in its charter)
Commonwealth of Puerto Rico | 001-12647 | 66-0538893 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
Oriental Center Professional Offices Park 997 San Roberto Street, 10th Floor San Juan, Puerto Rico 00926 | ||||
(Address of principal executive offices) (Zip Code) |
Registrants telephone number, including area code: (787) 771-6800
Title of Each Class to be so Registered |
Name of Each Exchange on Which Each Class is to be Registered | |
7.125% Non-Cumulative Perpetual Preferred Stock, Series D | New York Stock Exchange |
Securities to be registered pursuant to Section 12(b) of the Act:
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), please 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), please check the following box. ¨
Securities Act registration statement file numbers to which this form relates: 333-184497 and 333-184684 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
(Title of Class)
(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. | Description of Registrants Securities to be Registered. |
The description of the 7.125% Non-Cumulative Perpetual Preferred Stock, Series D, $1.00 par value per share (the Series D Preferred Stock), of Oriental Financial Group Inc. (the Company) as included under the caption Description of Series D Preferred Stock in the prospectus forming a part of the Registration Statement on Form S-1, as originally filed with the U.S. Securities and Exchange Commission (the Commission) on October 19, 2012 (Registration No. 333-184497), including exhibits, and as may be subsequently amended from time to time (the Registration Statement), shall be deemed to be incorporated by reference herein. In addition, the above-referenced description included in the final prospectus dated October 31, 2012 relating to the Registration Statement and filed with the Commission on November 1, 2012 pursuant to Rule 424(b) under the Securities Act of 1933, as amended, shall be deemed to be incorporated by reference herein.
Item 2. | Exhibits. |
Exhibit No. |
Description of Document | |
3.1 | Certificate of Incorporation, as amended, of the Company (incorporated herein by reference from Exhibit 3.1 of the Companys quarterly report on Form 10-Q filed with the Commission on August 10, 2010). | |
3.2 | Certificate of Designations of Non-Cumulative Perpetual Preferred Stock, Series D, designating the terms of the Series D Preferred Stock (incorporated herein by reference from Exhibit 3.5 of the Companys Registration Statement No. 333-184497 on Form S-1, dated October 19, 2012, as amended on October 31, 2012). | |
4.1 | Form of Certificate for Non-Cumulative Perpetual Preferred Stock, Series D, (incorporated herein by reference from Exhibit 4.4 of the Companys Registration Statement No. 333-184497 on Form S-1, dated October 19, 2012, as amended on October 31, 2012). |
SIGNATURES
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.
ORIENTAL FINANCIAL GROUP INC. | ||||||
Date: November 1, 2012 | By: | /s/ Ganesh Kumar | ||||
Ganesh Kumar | ||||||
Executive Vice President and Chief Financial Officer |
INDEX OF EXHIBITS
Exhibit No. |
Description of Document | |
3.1 | Certificate of Incorporation, as amended, of the Company (incorporated herein by reference from Exhibit 3.1 of the Companys quarterly report on form 10-Q filed with the Commission on August 10, 2010). | |
3.2 | Certificate of Designations of Non-Cumulative Perpetual Preferred Stock, Series D, designating the terms of the Series D Preferred Stock (incorporated herein by reference from Exhibit 3.5 of the Companys Registration Statement No. 333-184497 on Form S-1, dated October 19, 2012, as amended on October 31, 2012). | |
4.1 | Form of Certificate for Non-Cumulative Perpetual Preferred Stock, Series D, (incorporated herein by reference from Exhibit 4.4 of the Companys Registration Statement No. 333-184497 on Form S-1, dated October 19, 2012, as amended on October 31, 2012). |