Form 8-K

 

 

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): November 2, 2012

 

 

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 No.)

  

(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)

Registrant’s telephone number, including area code: (787) 771-6800

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 2, 2012, Oriental Financial Group Inc. (the “Company”) filed with the Department of State of the Commonwealth of Puerto Rico a certificate of designations (the “Certificate of Designations”) establishing the terms of the Company’s 7.125% Non-Cumulative Perpetual Preferred Stock, Series D. Upon its filing, the Certificate of Designations amended the Company’s certificate of incorporation. The Certificate of Designations is filed as Exhibit 3.1 and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits

 

Exhibit No.    Description of Exhibit
3.1    Certificate of Designations filed on November 2, 2012 with the Department of State of the Commonwealth of Puerto Rico establishing the terms of the Company’s 7.125% Non-Cumulative Perpetual Preferred Stock, Series D

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

    ORIENTAL FINANCIAL GROUP INC.
Date: November 8, 2012     By:  

/s/ Carlos O. Souffront

      Carlos O. Souffront
      General Counsel and Secretary
      of the Board of Directors

 

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