- Amended Annual Report (10-K/A)

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C., 20549

FORM 10-K/A

(Amendment No. 1)

ANNUAL REPORT PURSUANT TO SECTION 13 OF THE SECURITIES
EXCHANGE ACT OF 1934

For Fiscal Year ended December 31, 2007
Commission File: 001-15849

SANTANDER BANCORP

(Exact name of Corporation as specified in its charter)

Incorporated in the Commonwealth of Puerto Rico
I.R.S. Employer Identification No. 66-0573723
207 Ponce de León Avenue
Hato Rey, Puerto Rico 00917
Telephone Number: [phone]

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class		Name of each exchange on which registered
Common Stock, $2.50 par value		New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934:

NONE

 

Indicate by check mark if the registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities Act). Yes þ No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act). Yes o No þ .

Indicate by check mark whether the Corporation (1) has filed all reports required to be filed by Section 13 of the Securities Exchange Act of 1934 during the preceding 12 months (for such shorter period that the Corporation was required to file such reports) and has been subject to such filing requirement for the past 90 days. Yes þ No o

Indicate by check mark if disclosure of delinquent files pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definite proxy or information statement incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K. þ

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ . As of December 31, 2007 the Corporation had 46,639,104 shares of common stock outstanding. The aggregate market value of the common stock held by non-affiliates of the Corporation was $37,988,701 based upon the reported closing price of $8.66 on the New York Stock Exchange on that date.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Corporation’s Proxy Statement relating to the 2008 Annual Meeting of Stockholders of the Corporation to be held on or about March 24, 2008, are incorporated herein by reference to Item 10 through 14 of Part III.

 

 

 

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Explanatory Note

Santander BanCorp (the “Corporation”) is filing this Amendment No. 1 (the “Amendment”) to its annual report on Form 10-K for the year ended December 31, 2007 (the “Original Form 10-K”), which was filed with the U.S. Securities and Exchange Commission on March 17, 2008, for the sole purpose of correcting the introductory paragraph of the certifications provided pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 to identify the correct report and certain other conforming changes to the form of certification. The corrected certifications, filed as Exhibits 31.1 and 31.2 to this Amendment, supersede the certifications initially filed with the Original Form 10-K.

Except as described above, no other changes have been made to the Original Form 10-K and the Corporation has not updated any disclosures to reflect events which may have occurred after the filing of the Original Form 10-K.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES

     (a) List of documents filed as part of this report.

     (3) Exhibits ^*

Exhibit
Number		Description
31.1		Certification from the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification from the Chief Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

*		The Exhibit Index in Part IV, Item 15 and the exhibits that were included in the Original Form 10-K have not been included herein.

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SIGNATURES

     Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized

	SANTANDER BANCORP         (REGISTRANT)
Dated: January 22, 2009	By:	/s/ JUAN MORENO BLANCO
		President and Chief Executive Officer

Dated: January 22, 2009	By:	/s/ ROBERTO JARA
		Executive Vice President and Chief Accounting Officer

Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of this Registrant and in the capacities and on the dates indicated.

/s/ GONZALO DE LAS HERAS		Chairman		January 22, 2009
/s/ JUAN MORENO BLANCO		Vice Chairman		January 22, 2009
/s/ JESUS M. ZABALZA		Director		January 22, 2009
/s/ VICTOR ARBULU		Director		January 22, 2009
/s/ ROBERTO VALENTIN		Director		January 22, 2009
/s/ STEPHEN FERRISS		Director		January 22, 2009
/s/ JOSÉ R. GONZÁLEZ		Director		January 22, 2009
/s/ MARÍA CALERO		Director		January 22, 2009