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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)
POPULAR, INC. 2001
STOCK OPTION PLAN
(Full title of the plan)
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JORGE A. JUNQUERA
SENIOR EXECUTIVE VICE PRESIDENT
209 MUNOZ RIVERA AVENUE
SAN JUAN, 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:
BRUNILDA SANTOS DE ALVAREZ
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
209 MUNOZ RIVERA AVENUE
SAN JUAN, PUERTO RICO 00918
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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) Share(2) Price(2) 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........... 5,000,000 Shares $30.81 $154,050,000 $38,512.50
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(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) 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 May 7, 2001, namely $30.81.
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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 plan 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") are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2000;
(2) The Company's Current Reports on Form 8-K, filed with the
Commission on January 16, 2001 and April 12, 2001;
(3) 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
(4) The description of the Company's Rights Plan 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 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
The validity of the shares of the Company to be issued in connection
with this Registration Statement will be passed upon for the Company by Brunilda
Santos de Alvarez, its Executive Vice President and General Counsel. As of April
30, 2001, Ms. Santos de Alvarez beneficially owned approximately 4825 shares of
Common Stock of the Company and is entitled to participate in the Plan covered
by this Registration Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article ELEVENTH of the Restated Certificate of Incorporation of the
Company 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
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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 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.
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(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--
* * * (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 Popular, Inc. 2001 Stock Option Plan.
4.5 Stockholder Protection Rights Agreement, dated as of August 13, 1998,
between Popular, Inc. and Banco Popular de Puerto Rico as Rights Agent,
including form of Rights Certificate attached as Exhibit B thereto,
incorporated herein by reference to Exhibit 4.1 of Popular, Inc.'s
Current Report on Form 8-K, dated August 13, 1998 and filed with the
Commission on August 21, 1998.
4.6 Certificate of Designation, Preference and Rights of Popular, Inc.'s
Series A Participating Cumulative Preferred Stock, incorporated by
reference to Exhibit 99.1 of Popular, Inc.'s Current Report on Form 8-K
dated and filed on August 3, 1999.
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5 Opinion of Brunilda Santos de Alvarez, Esq.
23.1 Consent of Brunilda Santos de Alvarez, Esq., (Included in Exhibit 5).
23.2 Consent of the Company's Independent Accountants.
24 Powers of Attorney (included on pages II-6 through II-7).
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.
(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
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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
9th day of May, 2001.
POPULAR, INC.
(Registrant)
By /s/Jorge A. Junquera
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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
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/s/Richard L. Carrion Chairman of the Board, President and May 9, 2001
- ------------------------------------ Chief Executive Officer
Richard L. Carrion
Director
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Antonio Luis Ferre
/s/Juan J. Bermudez Director May 9, 2001
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Juan J. Bermudez
/s/Francisco J. Carreras Director May 9, 2001
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Francisco J. Carreras
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Signature Title Date
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/s/Jose B. Carrion, Jr. Director May 9, 2001
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Jose B. Carrion, Jr.
/s/Hector R. Gonzalez Director May 9, 2001
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Hector R. Gonzalez
/s/Jorge A. Junquera Senior Executive Vice President and May 9, 2001
- ----------------------------------- Director (Principal Financial Officer)
Jorge A. Junquera
/s/Manuel Morales, Jr. Director May 9, 2001
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Manuel Morales, Jr.
/s/Alberto M. Paracchini Director May 9, 2001
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Alberto M. Paracchini
/s/Francisco M. Rexach, Jr. Director May 9, 2001
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Francisco M. Rexach, Jr.
Director
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Felix J. Serralles Nevares
/s/Julio E. Vizcarrondo, Jr. Director May 9, 2001
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Julio E. Vizcarrondo, Jr.
/s/David H. Chafey, Jr. Senior Executive Vice President and May 9, 2001
- ----------------------------------- Director
David H. Chafey, Jr.
/s/Amilcar Jordan Senior Vice President May 9, 2001
- ----------------------------------- (Principal Accounting Officer)
Amilcar Jordan
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EXHIBIT INDEX
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 Popular, Inc. 2001 Stock Option Plan.
4.5 Stockholder Protection Rights Agreement, dated as of August
13, 1998, between Popular, Inc. and Banco Popular de Puerto
Rico as Rights Agent, including form of Rights Certificate
attached as Exhibit B thereto, incorporated herein by
reference to Exhibit 4.1 of Popular, Inc.'s Current Report on
Form 8-K, dated August 13, 1998 and filed with the Commission
on August 21, 1998.
4.6 Certificate of Designation, Preference and Rights of Popular,
Inc.'s Series A Participating Cumulative Preferred Stock,
incorporated by reference to Exhibit 99.1 of Popular, Inc.'s
Current Report on Form 8-K dated and filed on August 3, 1999.
5 Opinion of Brunilda Santos de Alvarez, Esq.
23.1 Consent of Brunilda Santos de Alvarez, Esq., (Included in
Exhibit 5).
23.2 Consent of the Company's Independent Accountants.
24 Powers of Attorney (included on pages II-6 through II-7).
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