- Amended Current report filing (8-K/A)
October 27 2008 - 4:30PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 28, 2008
Santander BanCorp
(Exact name of Registrant as specified in its charter)
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Commonwealth of Puerto Rico
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001-15849
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66-0573723
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(State or other jurisdiction of
Incorporation or organization)
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(Commission File No.)
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(I.R.S. Employer
Identification No.)
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207 Ponce de León Avenue
San Juan, Puerto Rico 00917
Address of Principal Executive Offices,
Including Zip Code
(787) 777-4100
Registrants telephone number,
including area code
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Explanatory Note
On August 29, 2008, Santander BanCorp (the Company) filed a current report on Form 8-K to
announce, among other things, the appointment of Juan Moreno as President and Chief Executive
Officer of the Company, and Chief Executive Officer of Banco Santander Puerto Rico, the Companys
principal subsidiary. This amended current report on Form 8-K/A is being filed as previously
announced by the Company for the sole purpose of providing a brief description of the terms of Mr.
Morenos compensation.
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Item 5.02
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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(d)
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On October 27, 2008, the Company entered into an employment agreement with Juan Moreno,
effective as of October 22, 2008, in connection with Mr. Morenos previously announced
appointment as President and Chief Executive Officer of the Company, and Chief Executive
Officer of Banco Santander Puerto Rico.
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Pursuant to the terms of the employment agreement, Mr. Moreno will be entitled to receive an
annual base salary of $775,000 for his first year of employment, and incentive compensation
in accordance with the Companys compensation program for expatriated officers, which is
administered by the Compensation Committee of the Board of Directors (the Compensation
Committee). Mr. Morenos base salary may be increased
in subsequent contract years at the
discretion of the Compensation Committee. Under the Companys compensation program, Mr.
Moreno will also be eligible to participate in the Companys performance bonus incentive
plan, and may receive certain perquisites such as housing, school payments, utilities,
vacations, tax gross-ups and other related expenses, as determined by the Compensation
Committee. The employment agreement has a term of three years and expires on October 21,
2011.
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The Company may terminate Mr. Morenos employment for cause or other than for cause. If
the Company terminates Mr. Morenos employment other than for cause, Mr. Moreno will be
entitled to receive a severance payment in the amount required under Puerto Rico law. In
addition, Mr. Moreno may be entitled to receive additional severance and pension benefits
from Banco Santander, S.A., the parent of the Company, or its affiliates (collectively,
Santander Group), for prior years of service with Santander Group, following the
termination of his employment. Any such additional benefits would be payable by Santander Group and
not by the Company.
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Mr. Moreno has expressly agreed to maintain in strictest confidence and not to use in any
way, publish, disclose or authorize anyone else to use in any way, publish or disclose any
confidential information relating to any manner to the business or affairs of the Company or
any of its affiliates.
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2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant had duly
caused this report to be signed on its behalf of the undersigned hereunto duly authorized.
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SANTANDER BANCORP
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By:
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/s/ Rafael S. Bonilla
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Rafael S. Bonilla
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Date: October 27, 2008
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Senior Vice President and
General Counsel
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