Eurobancshares Inc (Other) (8-K)
September 26 2007 - 4:44PM
Edgar (US Regulatory)
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):
September
21, 2007
EUROBANCSHARES,
INC.
(Exact
name of registrant as specified in its charter)
Commonwealth
of Puerto Rico
|
000-50872
|
66-0608955
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
270
Muñoz Rivera Avenue
San
Juan, Puerto Rico
00918
|
(Address
of principal executive offices)
(Zip
Code)
|
|
(787)
751-7340
|
(Registrant’s
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):
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))
|
Item
5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
The
Board
of Directors of
EuroBancshares
,
Inc. (the “Company”) amended Article V of the Company’s Amended and Restated
Bylaws (the “Bylaws”), effective as of September 21, 2007, to allow for the
Company to provide by resolution for the issuance of uncertificated shares.
By
being able to issue uncertificated shares, the Company may now participate
in
the Direct Registration System, which is currently administered by the
Depository Trust Company. The Direct Registration System allows investors
to
have securities registered in their names without the issuance of physical
stock
certificates and allows investors to electronically transfer securities to
broker-dealers in order to effect transactions without the risks and delays
associated with transferring physical certificates. The amendment to the
Bylaws
also provides that each registered stockholder shall be entitled to a stock
certificate upon written request to the transfer agent or registrar of the
Company.
The
full
text of the Bylaws, as amended, is filed as Exhibit 3.1 to this Current Report,
and amended Article V thereof is incorporated herein by reference.
Item
9.01
Financial Statements
and Exhibits.
|
3.1
|
Amended
and Restated Bylaws of EuroBancshares, Inc., as
amended
|
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.
|
|
|
|
EUROBANCSHARES,
INC.
|
|
|
|
Date:
September 26, 2007
|
By:
|
/s/
Rafael Arrillaga-Torréns, Jr.
|
|
Rafael
Arrillaga-Torréns, Jr.
|
|
Chairman
of the Board, President
and Chief Executive
Officer
|
EXHIBIT
INDEX
|
|
|
Exhibit
No.
|
Description
|
|
|
3.1
|
Amended
and Restated Bylaws of EuroBancshares, Inc., as
amended
|
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