UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
Amendment No. 1
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| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2020
or | | | | | |
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 001-35872
EVERTEC, Inc.
(Exact name of registrant as specified in its charter)
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| Puerto Rico | | 66-0783622 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. employer
identification number) |
| | |
| Cupey Center Building, | Road 176, Kilometer 1.3, | | |
| San Juan, | Puerto Rico | | 00926 |
| (Address of principal executive offices) | | (Zip Code) |
(787) 759-9999
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 par value per share | EVTC | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.: | | | | | | | | | | | | | | | | | | | | |
| Large accelerated filer | | ☒ | | Accelerated filer | | ☐ |
| Non-accelerated filer | | ☐ | | Smaller reporting company | | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the common stock held by non-affiliates of EVERTEC, Inc. was approximately $1,043,904,537 based on the closing price of $27.00 as of the close of business on June 30, 2020.
As of February 19, 2021, there were 72,107,860 outstanding shares of common stock of EVERTEC, Inc.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (this “Form 10-K/A”) to EVERTEC, Inc.’s Form 10-K for the fiscal year ended December 31, 2020 (the “Form 10-K”) is being filed to check the “Yes” box on the cover page of the Form 10-K indicating that the Company is a well-known seasoned issuer as defined in Rule 405 of Regulation S-K. The “No” box was incorrectly checked in the original filing of the Form 10-K, and this amendment corrects that error.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications of our principal executive officer and principal financial officer are also being filed as exhibits to this Amendment. Except as otherwise expressly noted above, this Form 10-K/A does not amend any other information set forth in the Form 10-K. This Form 10 K/A continues to speak as of the date of the Form 10-K and does not include any changes to the consolidated financial statements. Except where expressly noted, we have not updated disclosures contained herein or therein to reflect any events that occurred at a date subsequent to the date of the Form 10-K. Accordingly, this Form 10-K/A should be read in conjunction with the Form 10-K and our other filings with the SEC.
Part IV
Item 15. Exhibits and Financial Statement Schedules
(3) Exhibits
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| Exhibit No. | | Description |
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| 31.1* | | |
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| 31.2* | | |
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| 32.1** | | |
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| 32.2** | | |
* Filed herewith.
** Furnished herewith.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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,
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| | EVERTEC, Inc. |
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| Date: April 1, 2021 | | By: | /s/ Morgan M. Schuessler, Jr. |
| | | Morgan M. Schuessler, Jr. |
| | | Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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| Signature | | Title | | Date |
| | |
| /s/ Morgan M. Schuessler, Jr. | | Chief Executive Officer (Principal Executive | | April 1, 2021 |
| Morgan M. Schuessler, Jr. | | Officer) | | |
| | |
| /s/ Joaquin A. Castrillo-Salgado | | Chief Financial Officer (Principal Financial and | | April 1, 2021 |
| Joaquin A. Castrillo-Salgado | | Accounting Officer) | | |
| | |
| /s/ Frank G. D’Angelo | | Chairman of the Board | | April 1, 2021 |
| Frank G. D’Angelo | | | | |
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| /s/ Iván Pagán | | Director | | April 1, 2021 |
| Iván Pagán | | | | |
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| /s/ Alan H. Schumacher | | Director | | April 1, 2021 |
| Alan H. Schumacher | | | | |
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| /s/ Thomas W. Swidarski | | Director | | April 1, 2021 |
| Thomas W. Swidarski | | | | |
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| /s/ Jorge A. Junquera | | Director | | April 1, 2021 |
| Jorge A. Junquera | | | | |
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| /s/ Aldo Polak | | Director | | April 1, 2021 |
| Aldo Polak | | | | |
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| /s/ Olga M. Botero | | Director | | April 1, 2021 |
| Olga M. Botero | | | | |
| | |
| /s/ Brian J. Smith | | Director | | April 1, 2021 |
| Brian J. Smith | | | | |
