UNITED STATES
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
Date of Report (Date of earliest event reported): April 28, 2010
ORIENTAL FINANCIAL GROUP INC.
(Exact name of registrant as specified in its charter)
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| Commonwealth of Puerto Rico
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001-12647
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66-0538893 |
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(Commission File Number)
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(I.R.S. Employer Identification No.) |
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| Oriental Center |
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| Professional Offices Park |
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| 997 San Roberto Street, 10th Floor |
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| San Juan, Puerto Rico
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00926 |
| (Address of principal executive offices of each registrant)
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(Zip Code) |
(787) 771-6800
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:
o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On April 30, 2010, Oriental Financial Group Inc. (the “Company”) announced that it completed the
sale to various purchasers of $200 million of the Company’s Mandatorily Convertible Non-Cumulative
Non-Voting Perpetual Preferred Stock, Series C (the “Preferred Stock”), through a private
placement, pursuant to a Securities Purchase Agreement, effective as of April 28, 2010, between the
Company and each of the purchasers (the “Securities Purchase Agreement”). The Securities Purchase
Agreement contains representations and warranties with respect to the Company and each purchaser
that are customary in private placement transactions.
The Preferred Stock has a liquidation preference of $1,000 per share and will mandatorily convert
into shares of the Company’s common stock, par value $1.00 per share (the “Common Stock”), at a
conversion price of $15.015 per share (or 13,320,000 shares of Common Stock), upon receipt of
approval of such convertibility by the Company’s stockholders. The Company intends to seek
stockholder approval at a special stockholders meeting to be held as promptly as practicable, but
in no event later than 75 days after the closing of the purchase of the Preferred Stock, to provide
for such convertibility.
The foregoing summary of the Preferred Stock is not complete and is qualified in its entirety by
reference to the full text of the Certificate of Designations of the Preferred Stock, a copy of
which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
The Company has also agreed to file with the Securities and Exchange Commission (the “SEC”), within
90 days following the closing, a registration statement covering the resale of the Preferred Stock
and the shares of Common Stock issuable upon conversion thereof. The Company agreed to use
commercially reasonable efforts to cause such registration statement to be declared effective as
soon as practicable and no later than 120 days (or 155 days, if the registration statement is
subject to review by the SEC) following the closing.
The Company will be required to make certain payments as liquidated damages to holders of the
Preferred Stock in certain circumstances if the registration statement is not (i) filed with the
SEC within specified time periods, (ii) declared effective by the SEC within specified time periods
or (iii) available (with certain limited exceptions) after having been declared effective.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 above is incorporated herein by reference.
The shares of Preferred Stock issued pursuant to the Securities Purchase Agreement were offered and
sold in private transactions and have not been registered under the Securities Act of 1933, as
amended (the “Securities Act”), in compliance with the exemption from Securities Act registration
provided by Section 4(2) of the Securities Act.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 29, 2010, the Company filed with the Secretary of State of the Commonwealth of Puerto Rico
a Certificate of Designations establishing the terms of the Preferred Stock. The Certificate of
Designations is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
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