0001193125-15-244409.txt : 20150702 0001193125-15-244409.hdr.sgml : 20150702 20150702165733 ACCESSION NUMBER: 0001193125-15-244409 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150630 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150702 DATE AS OF CHANGE: 20150702 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POPULAR INC CENTRAL INDEX KEY: 0000763901 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 660667416 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34084 FILM NUMBER: 15970711 BUSINESS ADDRESS: STREET 1: 209 MUNOZ RIVERA AVE STREET 2: POPULAR CENTER BUILDING CITY: HATO REY STATE: PR ZIP: 00918 BUSINESS PHONE: 7877659800 MAIL ADDRESS: STREET 1: P.O. BOX 362708 CITY: SAN JUAN STATE: PR ZIP: 00936-2708 FORMER COMPANY: FORMER CONFORMED NAME: BANPONCE CORP DATE OF NAME CHANGE: 19920703 8-K 1 d51247d8k.htm 8-K 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): June 30, 2015

 

 

POPULAR, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Puerto Rico   001-34084   66-0667416

(State or other jurisdiction of

incorporation or organization)

  

(Commission

File Number)

  

(IRS Employer

Identification Number)

 

209 Muñoz Rivera Avenue

Hato Rey, Puerto Rico

   00918
(Address of principal executive offices)   (Zip code)

(787) 765-9800

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name, former address and former fiscal year, 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:

 

¨ 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 June 30, 2015, the Corporation filed with the Secretary of State of the Commonwealth of Puerto Rico a Certificate of Elimination eliminating from its Certificate of Incorporation all matters set forth therein relating to the Corporation’s Contingent Convertible Perpetual Non-Cumulative Preferred Stock, Series D (the “Series D Preferred Stock”). No shares of the Series D Preferred Stock were outstanding at the time of the filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit 3.1 Certificate of Elimination of Contingent Convertible Perpetual Non-Cummulative Preferred Stock, Series D

SIGNATURE

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

 

POPULAR, INC.
(Registrant)
Date: July 2, 2015 By:

/s/ Javier D. Ferrer

Javier D. Ferrer
Executive Vice President, General Counsel and Secretary
 EX-3.1 2 d51247dex31.htm EX-3.1 EX-3.1

Exhibit 3.1

CERTIFICATE OF ELIMINATION

OF

CONTINGENT CONVERTIBLE PERPETUAL NON-CUMULATIVE PREFERRED STOCK, SERIES D

OF

POPULAR, INC.

(Pursuant to Article 5.01

of the General Corporation Law

of the Commonwealth of Puerto Rico)

Popular, Inc., a Puerto Rico corporation (the “Corporation”), hereby certifies in accordance with the provisions of Article 5.01 of the General Corporation Law of the Commonwealth of Puerto Rico that the following resolutions were duly adopted by the Board of Directors of the Corporation:

RESOLVED, that pursuant to Article 5.01 of the General Corporation Law of the Commonwealth of Puerto Rico and the authority granted to and vested in the Board of Directors of the Corporation in accordance with the provisions of the Certificate of Incorporation, the Board of Directors, by resolutions duly adopted, authorized the issuance of a series of 1,150,000 shares of Contingent Convertible Perpetual Non-Cumulative Preferred Stock, Series D (the “Series D Preferred Stock”), of the Corporation, and established the voting powers, designations, preferences and relative, participating and other rights, and the qualifications, limitations or restrictions thereof, and filed certificates of designation with respect to the Series D Preferred Stock (the “Certificate of Designation”) in the office of the Secretary of State of the Commonwealth of Puerto Rico;

FURTHER RESOLVED, as of the date hereof, no shares of Series D Preferred Stock are outstanding and no shares of Series D Preferred Stock will be issued subject to the Certificates of Designation; and

FURTHER RESOLVED, that when a certificate setting forth these resolutions becomes effective, it shall have the effect of eliminating from the Certificate of Incorporation all matters set forth in the Certificate of Incorporation with respect to the Series D Preferred Stock.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Elimination to be signed on its behalf by its duly authorized Executive Vice President, General Counsel and Secretary this 30th day of June, 2015.

 

POPULAR, INC.
By:

/s/ Javier D. Ferrer

Name: Javier D. Ferrer
Title: Executive Vice President, General Counsel and Secretary