As filed with the Securities and Exchange Commission on October 21, 2010.

Registration No. 333- ______

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

ORIENTAL FINANCIAL GROUP INC.

(Exact Name of Registrant as Specified in its Charter)

Commonwealth of Puerto Rico		660538893
(State or Other Jurisdiction of Incorporation)		(I.R.S. Employer Identification No.)

997 San Roberto Street
San Juan, Puerto Rico 00926
(Address of Principal Executive Offices)

ORIENTAL FINANCIAL GROUP INC.
AMENDED AND RESTATED 2007 OMNIBUS PERFORMANCE INCENTIVE PLAN
(Full Title of the Plan)

Carlos O. Souffront
General Counsel
Professional Offices Park
997 San Roberto Street
San Juan, Puerto Rico 00926
(787) 771-6800

Iván G. Marrero
McConnell Valdés LLC
270 Muñoz Rivera Avenue
San Juan, Puerto Rico 00918
(787) 250-2606

     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 o		Accelerated filer þ		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of Each Class of

Amount to

Proposed Maximum

Proposed Maximum

Amount of

Securities to be Registered

be Registered1

Offering Price per Share2

Aggregate Offering Price2

Registration Fee

Common Stock, par value $1.00 per share

420,807 Shares

$13.60

$5,722,975.20

$408.05

 

 

EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

     This registration statement on Form S-8 is filed by Oriental Financial Group Inc. (the “Company”) for the purpose of registering 420,807 additional shares of the Company’s common stock, par value $1.00 per share (the “Common Stock”), that may be issued in connection with the Company’s Amended and Restated 2007 Omnibus Performance Incentive Plan (the “Plan”). On March 17, 2010, the Company filed with the Securities and Exchange Commission (the “Commission”) a definitive proxy statement that included a proposal to replenish 420,807 shares of Common Stock reserved for issuance under the Plan. Such proposal was approved by the Company’s shareholders on April 30, 2010. In accordance with Instruction E of the General Instructions to Form S-8, the registration statement on Form S-8 previously filed by the Company with the Commission relating to the Plan (File No. 333-147727) (the “Original Registration Statement”) is incorporated herein by reference, including all periodic reports of the Company that were filed subsequent to the Original Registration Statement and which are incorporated therein by reference.

SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Municipality of San Juan, Commonwealth of Puerto Rico, on the 21st day of October, 2010.

POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and appoints José Rafael Fernández, Julio Micheo, and Norberto González, each acting singly, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and re-substitution for him and in his name, place and stead in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and any registration statement relating to the same offering as this registration statement that is to be effective upon filing pursuant to Rule 462(a) under the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

     Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

SIGNATURE		TITLE		DATE
/s/ José J. Gil de Lamadrid   José J. Gil de Lamadrid		Chairman Board of Directors		October 21, 2010
/s/ José Rafael Fernández   José Rafael Fernández		President, Chief Executive Officer and Vice Chairman of the Board		October 21, 2010
/s/ Norberto González   José Rafael Fernández		Executive Vice President and Chief Financial Officer		October 21, 2010
/s/ César Ortiz   César Ortiz		Senior Vice President and Controller		October 21, 2010
/s/ Juan C. Aguayo   Juan C. Aguayo		Director		October 21, 2010
/s/ Pablo I. Altieri   Pablo I. Altieri		Director		October 21, 2010
/s/ Francisco Arriví   Francisco Arriví		Director		October 21, 2010
/s/ Nelson García   Nelson García		Director		October 21, 2010
/s/ Pedro Morazzani   Pedro Morazzani		Director		October 21, 2010
/s/ Julian S. Inclán   Julian S. Inclán		Director		October 21, 2010
/s/ Rafael Machargo-Chardón   Rafael Machargo-Chardón		Director		October 21, 2010
/s/ Josen Rossi   Josen Rossi		Director		October 21, 2010

EXHIBIT INDEX

Exhibit No.		Description
4.1*		Oriental Financial Group Inc. Amended and Restated 2007 Omnibus Performance Incentive Plan.
4.2		Certificate of Incorporation of the Company, as amended (incorporated herein by reference to Exhibit 3.1 of the Company’s quarterly report on Form 10-Q filed on August 10, 2010).
4.3		Bylaws of the Company (incorporated herein by reference to Exhibit 3(ii) of the Company’s current report on Form 8-K filed on June 23, 2008).
4.4		Form of Common Stock Certificate (incorporated herein by reference to Exhibit 4 to the Company’s registration statement on Form S-3, as amended, filed on February 12, 2004, Registration No. 333-112776)
5.0*		Opinion of McConnell Valdés LLC regarding legality.
23.1*		Consent of McConnell Valdés LLC (included in the opinion of counsel filed as Exhibit 5.0).
23.2*		Consent of KPMG LLP.
23.3*		Consent of KPMG LLP.
24.0*		Power of attorney (included on page 2 hereof).