ORIENTAL FINANCIAL GROUP INC.
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): December 13, 2006
ORIENTAL FINANCIAL GROUP INC.
(Exact Name of
Registrant as Specified in its Charter)
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Commonwealth of Puerto Rico
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001-12647
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66-0538893 |
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(State or other Jurisdiction of
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(Commission File No.)
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(I.R.S. Employer |
Incorporation)
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Identification No.) |
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Oriental Center
Professional Offices Park
997 San Roberto Street, 10th Floor
San Juan, Puerto Rico
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00926 |
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(Address of Principal Executive Offices)
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(Zip Code) |
Registrants 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):
o Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement.
On December 13, 2006, Oriental Financial Group Inc. (the Company) entered into a Change in
Control Compensation Agreement (the Agreement) with Julio R. Micheo, CPA. Mr. Micheo is the
Companys Senior Executive Vice President, Chief Investment Officer and Treasurer. Attached hereto
is a copy of the Agreement, which was made as of December 1, 2006.
Pursuant to the Agreement, which will be in effect for as long as Mr. Micheo is
employed by the Company, he is entitled to certain cash payment compensation in the event there is
a change in control of the Company and as a result thereof or within one year after the change in
control, his employment with the Company is terminated by the Company or its successor in interest.
The cash compensation will be an amount equal to two times the sum of his annual base salary at
the time the termination of his employment occurs and the last cash bonus paid to him prior to such
termination. The cash payment compensation is in lieu of any other payments which he may be
entitled to receive by law, contract or otherwise, and is payable in a lump sum within 30 days
following the termination.
For purposes thereof, a change in control of the Company is deemed to have occurred if any
person or persons acting as a group within the meaning of Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the Exchange Act), is or becomes the beneficial
owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities
representing 25% or more of either the then outstanding shares of the Companys common stock or the
combined voting power of the Companys then outstanding securities, and if individuals who on the
date of the Agreement are members of the Companys Board of Directors cease for any reason to
constitute at least a majority thereof, unless the appointment, election or nomination of each new
director who was not a director on the date thereof has been approved by at least two-thirds of the
directors in office on that date.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description of Exhibit |
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10
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Change in Control Compensation Agreement with Julio R. Micheo. |
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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.
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ORIENTAL FINANCIAL GROUP INC. |
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Date: December 14, 2006
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By:
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/s/ Carlos O. Souffront |
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Carlos O. Souffront
Secretary
Board of Directors |