As
filed with the Securities and Exchange Commission on July 15, 2008
Registration No. 333-135114
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Popular, Inc.
(Exact name of registrant as specified in its charter)
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Puerto Rico
(State or other jurisdiction
of incorporation or organization)
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66-0416582
(I.R.S. Employer
Identification No.) |
209 Muñoz Rivera Avenue
San Juan, Puerto Rico 00918
(787) 765-9800
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Jorge A. Junquera
Popular, Inc.
209 Muñoz Rivera Avenue
San Juan, Puerto Rico 00918
(787) 765-9800
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Copy to:
Brunilda Santos de Alvarez, Esq.
Popular, Inc.
209 Muñoz Rivera Avenue
San Juan, Puerto Rico 00918
(787) 765-9800
Approximate date of commencement of proposed sale to the public: From time to time after the
effective date of the Registration Statement.
If the only securities being registered on this form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box. o
If any of the securities being registered on this form are to be offered on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the following box. þ
If this form is filed to register additional securities for an offering pursuant to Rule 462(b)
under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. o
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act,
check the following box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. o
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective
amendment thereto that shall become effective upon filing with the Commission pursuant to Rule
462(c) under the Securities Act, check the following box. þ
If this Form is a post-effective amendment to a registration statement filed pursuant to General
Instruction I.D. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box. o
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. (Check one):
| Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o
(Do not check if a smaller reporting company) | Smaller reporting company o |
PAYMENT
OF ADDITIONAL REGISTRATION FEES
This Post-Effective Amendment No. 1 is being filed for the sole purpose of paying a filing fee of $
1,174.00 relating to the filing fee corresponding to 5,000,000 shares of the Registrant’s Common
Stock (including attached rights to purchase Series A Participating Preferred Stock) offered
pursuant to the Registrant’s existing Dividend Reinvestment and Stock Purchase Plan. The filing
fee has been computed pursuant to Rules 457(c) and 457(r) on the
basis of the average of the reported
low and high prices for the Registrant’s Common Stock on July 11, 2008. The amended Calculation of
Registration Fee Table is set forth below.
CALCULATION OF REGISTRATION FEE
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Proposed maximum |
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Proposed maximum |
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Title of securities |
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Amount to |
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aggregate |
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aggregate |
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Amount of |
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to be registered |
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be registered |
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price per unit |
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offering price |
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registration fee |
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Common Stock, $6.00
par value per share
(including attached
rights to purchase
Series A
Participating
Preferred Stock)(2) |
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(1) |
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(1) |
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(1) |
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(1) |
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An indeterminate aggregate initial offering price or number of the securities is being registered as
may from time to time be offered at indeterminate prices. In accordance with Rules 456(b) and 457(r) the Registrant
is deferring payment of the registration fee, except for (1) $1,642.08 that was previously paid with respect to
securities registered pursuant to Registration Statement No. 333-91580, (2) $4,482.63 previously paid in
connection with this Registration Statement and (3) $1,174.00
paid in connection with this Post-Effective Amendment No. 1 to
the Registration Statement. |
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There is one Preferred Right issued with each share of common stock as described under “Stockholder
Protection Rights Agreement”. |
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(a) (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;
(ii) To reflect in the prospectus any facts or events arising after the effective date
of this registration statement (or the most recent post-effective amendment thereto) which,
individually or in the aggregate, represent a fundamental change in the information set
forth in this registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 % change in the maximum aggregate offering price set
forth in the “Calculation of Registration Fee” table in the effective 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 (a)(l)(i) and (a)(l)(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 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and then 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) That, for the purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this 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.
(h) 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 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 of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification by the registrant 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 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 Act and will be governed by
the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this Post-Effective Amendment
No. 1 to the 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 the 15th day of July, 2008.
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POPULAR, INC.
(Registrant)
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By: |
/s/ Richard Barrios
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Name: |
Richard Barrios |
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Title: |
Senior Vice President and Treasurer |
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POWER OF ATTORNEY
Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has
been signed by the following persons in the capacities and on the dates indicated.
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| Signature |
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Title |
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Date |
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| /s/ Richard L. Carrión*
Richard L. Carrión |
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Chairman of the Board, President
and Chief Executive Officer
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July 15, 2008 |
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| /s/ Juan J. Bermúdez*
Juan J. Bermúdez |
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Director
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July 15, 2008 |
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| /s/ María Luisa Ferré*
María Luisa Ferré |
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Director
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July 15, 2008 |
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Michael J. Masin |
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Director
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July 15, 2008 |
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| /s/ Manuel Morales, Jr.*
Manuel Morales, Jr. |
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Director
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July 15, 2008 |
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| /s/ Francisco M. Rexach, Jr.*
Francisco M. Rexach, Jr. |
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Director
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July 15, 2008 |
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