8-A12G 1 g67167e8-a12g.txt R&G FINANCIAL CORPORATION 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- Form 8-A FOR REGISTRATION OF CERTAIN OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12 (b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 --------------------- R&G FINANCIAL CORPORATION ------------------------------------------------------------------------------ (Exact name of Registrant as Specified in its charter) Puerto Rico 66-0532217 ---------------------------------------- -------------------------------- (State of incorporation or organization) (IRS Employer Identification No.) 280 Jesus T. Pinero Avenue Hato Rey, San Juan, Puerto Rico 00918 ---------------------------------------- -------------------------- (Address of principal executive offices) (including zip code) If this Form relates to the If this Form relates to the registration of a class of registration of a class of securities pursuant to Section securities pursuant to Section 12(b) of the Exchange Act and is 12(g) of the Exchange Act and is effective pursuant to General effective pursuant to General Instruction A. (c), please check Instruction A. (d), please check the following box. / / the following box. /x/ Securities Act Registration Statement file number to which this form relates: 333-55834. Securities to be registered pursuant to section 12 (b) of the Act: None Securities to be registered pursuant to Section 12 (g) of the Act: Noncumulative Perpetual Monthly Income Preferred Stock, Series C ($25 liquidation preference per share) -------------------------------------- (Title of Class) 2 ITEM 1. DESCRIPTION OF REGISTRANTS'S SECURITIES TO BE REGISTERED. See "Summary of Certain Terms of the Series C Preferred Stock" of the Preliminary Prospectus included in the Registrant's registration statement on Form S-3, dated February 16, 2001 (Registration No. 333-55834), which is hereby incorporated by reference. ITEM 2. EXHIBITS. 3.1(1) Amended and Restated Certificate of Incorporation of R&G Financial Corporation 3.2(2) Bylaws of R&G Financial Corporation 3.3(3) Form of Certificate of Resolutions designating the terms of the Series A Preferred Stock 3.4(4) Form of Certificate of resolutions designating the terms of the Series B Preferred Stock 3.5(5) Form of Certificate of Resolutions designating the terms of Series C Preferred Stock. 4.1(2) Form of Stock Certificate of R&G Financial Corporation 4.2(3) Form of Series A Preferred Stock Certificate of R&G Financial Corporation 4.3(4) Form of Series B Preferred Stock Certificate of R&G Financial Corporation 4.4(5) Form of Series C Preferred Stock Certificate of R&G Financial Corporation
(1) Incorporated by reference form the Current Report on Form 8-K filled by R&G Financial Corporation with the SEC on November 19, 1999. (2) Incorporated by reference from the Form S-1 Registration Statement (Reg. No. 333-06245), filed by R&G Financial Corporation with the SEC on June 18, 1996, as amended. (3) Incorporated by reference from the Form S-3 Registration Statement (Reg. No. 333-60923), filed by R&G Financial Corporation with the SEC on August 7, 1998, as amended. (4) Incorporated by reference from the Form S-3 Registration Statement (Reg. No. 333-90463), filed by R&G Financial Corporation with the SEC on November 5, 1999. (5) Incorporated by reference from the Form S-3 Registration Statement (Reg. No. 333-55834), filed by R&G Financial Corporation with the SEC on February 16, 2001. 3 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. R&G FINANCIAL CORPORATION Date: February 20, 2001 By: /s/ Victor J. Galan ----------------------------- Victor J. Galan Chairman of the Board and Chief Executive Officer