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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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POPULAR, INC.
(Exact name of registrant as specified in its charter)
PUERTO RICO 66-0416582
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
209 Munoz Rivera Avenue 00918
Hato Rey, Puerto Rico (Zip code)
(Address of principal executive offices)
GMG RETIREMENT & SAVINGS PLAN
(Full title of the plans)
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JORGE A. JUNQUERA
209 MUNOZ RIVERA AVENUE
HATO REY, PUERTO RICO 00918
(Name and address of agent for service)
(787) 765-9800
(Telephone number, including area code, of agent for service)
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Copies to:
DONALD J. TOUMEY
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NEW YORK 10004
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of each Class of Securities to be Amount to be Offering Price Per Aggregate Offering Amount of
Registered Registered(1)(2) Share(3) Price(3) Registration Fee
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Common Stock, par value $6 per share,
together with attached rights to purchase
Series A Participating Cumulative
Preferred Stock, no par value........... 40,000 Shares $ 24.1875 $ 967,500 $ 255.42
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<FN>
(1) The amount being registered also includes an indeterminate number of shares
of Common Stock which may be issuable as a result of stock splits, stock
dividends and antidilution provisions and other terms, in accordance with
Rule 416 under the Securities Act.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate amount of
interests to be offered and sold pursuant to the GMG Retirement and Savings
Plan.
(3) Estimated solely for the purpose of calculating the registration fee. Such
estimate has been computed in accordance with Rule 457(h) based upon the
average of the high and low price of the Common Stock on the NASDAQ
National Market System on January 11, 2000, namely $ 24.1875.
</FN>
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
As permitted by Rule 428 under the Securities Act of 1933, as amended
(the "Securities Act"), this Registration Statement omits the information
specified in Part I of Form S-8. The documents containing the information
specified in Part I will be delivered to the participants in the plans covered
by this Registration Statement as required by Rule 428(b). Such documents are
not being filed with the Securities and Exchange Commission (the "Commission")
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by Popular, Inc.
(the "Company") and GMG Retirement & Savings Plan (the "Plan") are incorporated
herein by reference:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998;
(2) The Plan's Annual Report on Form 11-K for the year ended December
31, 1998;
(3) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1999, June 30, 1999 and September 30, 1999;
(4) The Company's Current Reports on Form 8-K, dated January 13, 1999,
April 15, 1999, July 9, 1999, July 16, 1999, August 3, 1999, August 17,
1999, October 14, 1999 and January 13, 2000;
(5) The descriptions of the Company's Common Stock set forth in the
Company's Registration Statement on Form 8-A, filed August 18, 1988, and
any amendment or report filed for the purpose of updating any such
description; and
(6) The description of the Company's Stockholder Protection Rights
Agreement set forth in the Company's Registration Statement on Form 8-A,
filed August 28, 1998, and any amendment or report filed for the purpose of
updating such description.
All documents filed by the Company and the Plan pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), subsequent to the date of this Registration Statement
shall be deemed to be incorporated by reference in 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.
ITEM 4. DESCRIPTION OF CAPITAL STOCK
Not applicable. The Company's Common Stock is registered under Section
12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article ELEVENTH of the Restated Certificate of Incorporation of the
Corporation provides the following:
(1) The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation)
by reason of the fact that he is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the written request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction,
or upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
(2) The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Corporation to procure a judgment
in its favor by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the written
request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorney's fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action
or suit if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Corporation, except that
no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the Corporation
unless and only to the extent that the court in which such action or suit
was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person
is fairly and reasonably entitled to indemnity for such expenses which such
court shall deem proper.
(3) To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in paragraph 1 or 2 of this
Article ELEVENTH, or in defense of any claim, issue or
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matter therein, he shall be indemnified against expenses (including
attorney's fees) actually and reasonably incurred by him in connection
therewith.
(4) Any indemnification under paragraph 1 or 2 of this Article
ELEVENTH (unless ordered by a court) shall be made by the Corporation only
as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct set
forth therein. Such determination shall be made (a) by the Board of
Directors by a majority vote of a quorum consisting of directors who were
not parties to such action, suit or proceeding, or (b) if such a quorum is
not obtainable, or, even if obtainable, a quorum of disinterested directors
so directs, by independent legal counsel in a written opinion, or (c) by
the stockholders.
(5) Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the Board
of Directors in the specific case upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount
unless it shall ultimately be determined that he is entitled to be
indemnified by the Corporation as authorized in this Article ELEVENTH.
(6) The indemnification provided by this Article ELEVENTH shall not be
deemed exclusive of any other rights to which those seeking indemnification
may be entitled under any statute, by-law, agreement, vote of stockholders
or disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office,
and shall continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors
and administrators of such a person.
(7) By action of its Board of Directors, notwithstanding any interest
of the directors in the action, the Corporation may purchase and maintain
insurance, in such amounts as the Board of Directors deems appropriate, on
behalf of any person who is or was a director, officer, employee or agent
of the Corporation, or is or was serving at the written request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
Corporation would have the power or would be required to indemnify him
against such liability under the provisions of this Article ELEVENTH or of
the General Corporation Law of the Commonwealth of Puerto Rico or of any
other State of the United States or foreign country as may be applicable.
Section 1202 of Title 14, Laws of Puerto Rico Annotated provides the
following:
Every corporation created under the provisions of this subtitle shall
have the power to --
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* * * (10) indemnify any and all of its directors or officers or former
directors or officers or any person who may have served at its request as a
director or officer of another corporation in which it owns shares of
capital stock or of which it is a creditor against expenses actually and
necessarily incurred by them in connection with the defense of any action,
suit or proceeding in which they, or any of them, are made parties, or a
party, by reason of being or having been directors or officers or a
director or officer of the corporation, or of such other corporation,
except in relation to matters as to which any such director or officer or
former director or officer or person shall be adjudged in such action, suit
or proceeding to be liable for negligence or misconduct in the performance
of duty. Such indemnification shall not be deemed exclusive of any other
rights to which those indemnified may be entitled, under any by-law,
agreement, vote of stockholders or otherwise.
In addition, the Company maintains a directors' and officers'
liability insurance policy.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit
Number Description of Exhibits
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4.1 Restated Certificate of Incorporation of the Company, incorporated by
reference to Exhibit 4(a) to the registrant's Registration Statement
on Form S-3 (Nos. 333-26941, 333-26941-01 and 333-26941-02) filed with
the Securities and Exchange Commission on May 12, 1997.
4.2 By-laws of the Company, incorporated by reference to Exhibit 4.2 to
the Company's Registration Statement on Form S-8 (No. 333-80169) filed
with the Securities and Exchange Commission on June 8, 1999.
4.3 Specimen of Certificate of the registrant's Common Stock, par value $6
per share, incorporated by reference to Exhibit 4.1 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1998.
4.4 (a) Master Defined Contribution Retirement Plan, incorporated by
reference to Exhibit 4.4(b) to the Company's Registration
Statement on Form S-8 (No. 333-80169) filed with the Securities
and Exchange Commission on June 8, 1999; and
(b) The Plan's 1165 (e) Plan Adoption Agreement.
5.1 Opinion of Pietrantoni Mendez & Alvarez LLP, regarding compliance with
ERISA.
II-4
23.1 Consent of the Company's Independent Accountants.
23.2 Consent of the Plan's Independent Accountants.
24 Powers of Attorney (included on pages 7 through 9).
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant 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 of 1933 (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; and
(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 (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Securities and Exchange Commission by the registrant
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.
(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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement 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.
II-5
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange 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 registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
against the registrant in connection with the securities being registered, the
registrant 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 it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
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SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the Registrant 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 City of San Juan, Commonwealth of Puerto Rico, on this
14th day of January, 2000.
POPULAR, INC.
(Registrant)
By /s/ JORGE A. JUNQUERA
-----------------------------------------
Name: Jorge A. Junquera
Title: Senior Executive Vice President
and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE
APPEARS BELOW CONSTITUTES AND APPOINTS RICHARD L. CARRION, DAVID H. CHAFEY, JR.,
JORGE A. JUNQUERA, ORLANDO BERGES, AMILCAR JORDAN AND ROBERTO R. HERENCIA, AND
EACH OF THEM INDIVIDUALLY, HIS TRUE AND LAWFUL ATTORNEYS-IN-FACT AND AGENTS,
WITH FULL POWER AND IN ANY AND ALL CAPACITIES, TO SIGN THIS REGISTRATION
STATEMENT AND ANY AND ALL AMENDMENTS (INCLUDING POST-EFFECTIVE AMENDMENTS) TO
THIS REGISTRATION STATEMENT, AND TO FILE SUCH REGISTRATION STATEMENT AND ALL
SUCH AMENDMENTS OR SUPPLEMENTS, WITH ALL EXHIBITS THERETO, AND OTHER DOCUMENTS
IN CONNECTION THEREWITH, WITH THE SECURITIES AND EXCHANGE COMMISSION, GRANTING
UNTO SAID ATTORNEYS-IN-FACT AND AGENTS, AND EACH OF THEM, FULL POWER AND
AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND THING REQUISITE OR NECESSARY
TO BE DONE IN AND ABOUT THE PREMISES, AS FULLY TO ALL INTENTS AND PURPOSES AS HE
MIGHT OR COULD DO IN PERSON, THEREBY RATIFYING AND CONFIRMING ALL THAT SAID
ATTORNEYS-IN-FACT AND AGENTS OR ANY OF THEM, OR THEIR OR HIS SUBSTITUTES OR
SUBSTITUTE, MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE THEREOF.
Signature Title Date
- ----------- ------- -------
/s/ RICHARD L. CARRION January 14, 2000
- ------------------------------ Chairman of the Board, ----------------
Richard L. Carrion President and Chief Executive
Officer
/s/ ALFONSO F. BALLESTER January 14, 2000
- ------------------------------ Director ----------------
Alfonso F. Ballester
- --------------------------------------------------------------------------------
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- ------------------------------ Director ----------------
Antonio Luis Ferre
/s/ JUAN J. BERMUDEZ January 14, 2000
- ------------------------------ Director ----------------
Juan J. Bermudez
/s/ FRANCISCO J. CARRERAS January 14, 2000
- ------------------------------ Director ----------------
Francisco J. Carreras
- ------------------------------ Director ----------------
Luis E. Dubon, Jr.
/s/ HECTOR R. GONZALEZ January 14, 2000
- ------------------------------ Director ----------------
Hector R. Gonzalez
/s/ JORGE A. JUNQUERA January 14, 2000
- ------------------------------ Senior Executive Vice ----------------
Jorge A. Junquera President and Director
(Principal Financial Officer)
/s/ MANUEL MORALES, JR. January 14, 2000
- ------------------------------ Director ----------------
Manuel Morales, Jr.
/s/ ALBERTO M. PARACCHINI January 14, 2000
- ------------------------------ Director ----------------
Alberto M. Paracchini
/s/ FRANCISCO M. REXACH, JR. January 14, 2000
- ------------------------------ Director ----------------
Francisco M. Rexach, Jr.
/s/ J. ADALBERTO ROIG January 14, 2000
- ------------------------------ Director ----------------
J. Adalberto Roig
/s/ FELIX J. SERRALLES NEVARES January 14, 2000
- ------------------------------ Director ----------------
Felix J. Serralles Nevares
/s/ JULIO E. VIZCARRONDO, JR. January 14, 2000
- ------------------------------ Director ----------------
Julio E. Vizcarrondo, Jr.
/s/ DAVID H. CHAFEY, JR. January 14, 2000
- ------------------------------ Senior Executive Vice ----------------
David H. Chafey, Jr. President and Director
/s/ AMILCAR JORDAN January 14, 2000
- ------------------------------ Senior Vice President ----------------
Amilcar Jordan (Principal Accounting Officer)
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THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the persons who administer the employee benefit plan have duly caused this
registration statement to be signed on behalf of such plans by the undersigned,
thereunto duly authorized, in the City of San Juan, Commonwealth of Puerto Rico,
on this 14th day of January, 2000.
GMG RETIREMENT & SAVINGS PLAN
By: /s/ MARIA ISABEL BURCKHART
----------------------------------------------
Maria Isabel Burckhart
Authorized Representative
By: /s/ JORGE A. JUNQUERA
----------------------------------------------
Jorge A. Junquera
Authorized Representative in the United States
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EXHIBIT INDEX
Exhibit
Number Description of Exhibits
4.1 Restated Certificate of Incorporation of the Company, incorporated by
reference to Exhibit 4(a) to the registrant's Registration Statement
on Form S-3 (Nos. 333-26941, 333-26941-01 and 333-26941-02) filed with
the Securities and Exchange Commission on May 12, 1997.
4.2 By-laws of the Company, incorporated by reference to Exhibit 4.2 to
the Company's Registration Statement on Form S-8 (No. 333-80169) filed
with the Securities and Exchange Commission on June 8, 1999.
4.3 Specimen of Certificate of the registrant's Common Stock, par value $6
per share, incorporated by reference to Exhibit 4.1 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1998.
4.4 (a) Master Defined Contribution Retirement Plan, incorporated by
reference to Exhibit 4.4(b) to the Company's Registration
Statement on Form S-8 (No. 333-80169) filed with the Securities
and Exchange Commisssion on June 8, 1999; and
(b) The Plan's 1165(e) Plan Adoption Agreement.
5.1 Opinion of Pietrantoni Mendez & Alvarez LLP, regarding compliance with
ERISA.
23.1 Consent of the Company's Independent Accountants.
23.2 Consent of the Plan's Independent Accountants.
24 Powers of Attorney (included on pages 7 through 9).
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