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): May 25, 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 May 25, 2012, Oriental Financial Group Inc. (the “Company”) filed a Certificate of Withdrawal of Certificate of Designations (the “Certificate of Withdrawal”) with the Department of State of the Commonwealth of Puerto Rico to withdraw the Company’s Certificate of Designations of Mandatorily Convertible Non-Cumulative Non-Voting Perpetual Preferred Stock, Series C (the “Series C Preferred Stock”). The shares of Series C Preferred Stock were converted to shares of common stock on July 8, 2010. No shares of Series C Preferred Stock remain issued and outstanding, and no shares will be issued pursuant to such Certificate of Designations. Upon its filing, the Certificate of Withdrawal eliminated from the Company’s certificate of incorporation all matters previously set forth in the Certificate of Designations of the Series C Preferred Stock. The Certificate of Withdrawal is attached hereto as Exhibit 3.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Description of Document | |
| 3.1 | Certificate of Withdrawal of Certificate of Designations of Mandatorily Convertible Non-Cumulative Non-Voting Perpetual Preferred Stock, Series C | |
- 2 -
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: May 29, 2012 |
By: |
/s/ Carlos O. Souffront | ||
| Carlos O. Souffront | ||||
| Secretary of the Board of Directors | ||||
- 3 -