UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): April 10, 2006
FIRST BANCORP
(Exact Name of Registrant as Specified in its Charter)
001-14793
(Commission File Number)
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Puerto Rico
(State or Other Jurisdiction
of Incorporation)
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66-0561882
(I.R.S. Employer
Identification No.) |
1519 Ponce de Leon
San Juan, Puerto Rico 00908-0146
(Address of Principal Executive Offices) (Zip Code)
(787) 729 8200
(Registrants Telephone Number, including Area Code)
Not applicable
(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:
¨ 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing.
On April 13, 2006, First BanCorp (the Company) notified the New York Stock Exchange (NYSE)
that, given the delay in the filing of the Companys 2005 Form 10-K, which requires the
postponement of the 2006 Annual Meeting of Stockholders (as described in the Companys Form 8-K
filed on March 20, 2006), the Company will not distribute its annual report to shareholders by
April 30, 2006. As a result, the Company will not be in compliance with Section Rule 203.01,
Annual Report Requirement, of the NYSE Listed Company Manual, which requires a listed company to
distribute its annual report within 120 days after its fiscal year end.
The NYSEs Section 802.01E procedures apply to the Company given its failure to file the Form 10-K
for the fiscal year ended December 31, 2005, which the NYSE has explained in a letter dated April
10, 2006. These procedures contemplate that the NYSE will monitor a company that has not timely
filed a Form 10-K and the status of the late filing. If the company does not file its annual
report within six months of the filing due date, the NYSE may, in its sole discretion, allow the
companys securities to be traded for up to an additional six months depending on the companys
specific circumstances. If the NYSE determines that an additional trading period of up to six
months is not appropriate, suspension and delisting procedures will be commenced. If the NYSE
determines that an additional trading period of up to six months is appropriate and the company
fails to file its annual report by the end of that additional period, suspension and delisting
procedures will generally commence. The procedures provide that the NYSE may commence delisting
proceedings at any time.
Item 8.01 Other Events.
On April 12, 2006, the Company issued a press release announcing that it had received regulatory
approval for the payment of dividends on its Series A through E preferred stock. A copy of the
press release is incorporated herein by reference to Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description |
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99.1
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Press Release dated April 12, 2006 |
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.
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Date: April 13, 2006 |
FIRST BANCORP
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By: |
/s/ Luis M. Cabrera
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Name: |
Luis M. Cabrera |
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Title: |
Executive Vice President and Interim Chief Financial Officer |
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Exhibit Index
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Exhibit No. |
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Description |
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99.1
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Press Release dated April 12, 2006 |