8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): January 5, 2011

FIRST BANCORP.

(Exact Name of Registrant as Specified in its Charter)

001-14793
(Commission File Number)

Puerto Rico	66-0561882
(State or Other Jurisdiction	(I.R.S. Employer
of Incorporation)	Identification No.)

1519 Ponce de Leon
San Juan, Puerto Rico 00908-0146
(Address of Principal Executive Offices) (Zip Code)

(787) 729 8200
(Registrant’s 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:

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.

On January 5, 2011, First BanCorp. (the “Corporation”) announced that, effective as of 12:01 a.m. on January 7, 2011, it has implemented a 1-for-15 reverse stock split of all outstanding shares of its common stock. A copy of the press release is incorporated herein by reference from Exhibit 99.1 hereto. On January 5, 2011, the Corporation also filed a certificate of amendment to the Restated Articles of Incorporation (the “Certificate of Amendment”) with the Puerto Rico Department of State effecting the reverse stock split, which became effective at 12:01 a.m. on January 7, 2011.

At the Corporation’s Special Meeting of Stockholders held on August 24, 2010, the Corporation’s stockholders approved an amendment to the Corporation’s Restated Articles of Incorporation to implement a reverse stock split at a ratio, to be determined by the Corporation’s Board of Directors in its sole discretion, within the range of one new share of common stock for 10 old shares and one new share for 20 old shares. As authorized, the Board has elected to effect a reverse stock split at a ratio of 1-for-15. The Certificate of Amendment was approved by the Corporation’s Board of Directors on January 5, 2011.

The 1-for-15 reverse stock split automatically converts 15 old shares of the Corporation’s common stock into one new share of common stock, and reduces the number of outstanding shares of common stock from approximately 320 million shares to approximately 21 million shares of common stock. The Corporation will not issue fractional shares in connection with the reverse stock split. For cases in which the reverse stock split results in any stockholder holding fractional shares, the stockholder will receive a cash payment (without interest) in lieu of such fractional shares. All outstanding options, warrants, convertible preferred stock and other rights convertible into or exercisable for shares of common stock will be adjusted in accordance with their respective terms to account for the 1-for-15 reverse stock split.

The Corporation’s common stock began trading on a post-reverse stock split basis on the New York Stock Exchange on Friday, January 7, 2011, and will continue to trade on the New York Stock Exchange under the symbol “FBP.”

The Restated Articles are attached as Exhibit 3.1 hereto and the terms thereof are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits

Exhibit	Description of Exhibit
3.1	Certificate of Amendment to the Restated Articles of Incorporation of First BanCorp.
99.1	Press Release dated January 5, 2011.

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.

Date: January 10, 2011	FIRST BANCORP.
	By: Name:	/s/ Lawrence Odell Lawrence Odell
	Title:	Executive Vice President and
		General Counsel

Exhibit Index

Exhibit	Description of Exhibit
3.1	Certificate of Amendment to the Restated Articles of Incorporation of First BanCorp.
99.1	Press Release dated January 5, 2011.

EX-3.1

Exhibit 3.1

Government of Puerto Rico
Department of State
Assistant Secretary of State for Services
San Juan, Puerto Rico

CERTIFICATION

     I, Eduardo Arosemena Muñoz, Assistant Secretary of State for Services of the Puerto Rico Department of State:

CERTIFY: That, on January 5, 2011 at 11:12 a.m., was filed a Statement Attached to the Certificate of Amendment of the Certificate of Incorporation After the Receipt of Payment of Capital of “First BanCorp”, 101,835; a profit corporation organized under the laws of Puerto Rico.

IN WINTNESS WHEREOF, the undersigned by virtue of the authority vested by law, hereby issues this certificate, in the City of San Juan today, January 5, 2011.

EDUARDO AROSEMENA MUÑOZ
Assistant Secretary of State for Services

Gobierno de Puerto Rico
Government of Puerto Rico
DEPARTAMENTO DE ESTADO
Department of State

CERTIFICADO DE ENMIENDA DEL CERTIFICADO DE INCORPORACIÓN
DESPUÉS DE RECIBIRSE PAGOS CON CARGO AL CAPITAL
CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION
AFTER THE RECEIPT OF PAYMENT OF CAPITAL

Registro número: 101835
Registration number:

PRIMERO: Qué en una reunión de la Junta de Directores de:
FIRST: That at a meeting of the Board of Directors of:

First BanCorp

debidamente convocada y celebrada, se adoptó una resolución en la cual consta una(s) enmienda(s) propuesta(s) al Certificado de Incorporación de dicha corporación, consignando la conveniencia de dichas(s) enmienda(s), y convocando una reunión de los accionistas de dicha corporación para la consideratión de la(s) misma(s) o instruyendo que la(s) enmienda(s) propuesta(s) se considere(n) en la próxima reunión anual de accionistas la resolución en la cual consta la(s) enmienda(s) propuesta(s) lee como sigue:

duty called and held, a resolution was adopted setting forth (a) proposed amendment(s) to the Certificate of Incorporation of said corporation, declaring said amendment(s) to be advisable and calling a special meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment(s) reads, as follows:

RESUELVASE, que el Certificado de Incorporación de esta Corporación quede enmendado en su(s) Artículo(s) RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing Article(s) SIXTH para que éste/éstos lea(n) como sigue: so that it/they read(s) as follows:

Refer to Statement attached

SEGUNDO: Que posteriormente, conforme a la resolución de la Junta de Directores, se celebró una reunión extraordinaria o reunión anual, convocada y celebrada según el Artículo 7.12 de la Ley General de Corporaciones en la cual votaron a favor de la(s) enmienda(s) propuesta(s) la mayoría de las acciones de capital en circulación con derecho al voto y la mayoría de las acciones en circulación de oada clase con derecho al voto como clase.

SECOND: That thereafter, pursuant to the resolution of its Board of Directors, a special meeting or annual meeting was called and held pursuant to Article 7.12 of the General Corporation Law of 1995, in which a majority of the capital stockholder with voting rights and the majority of the stockholders of each class with voting rights voted as a class in favor with voting rights and the majority of the stockholders of each class with voting rights voted as a class in thereof.

EN TESTIMONIO DE LO CUAL, Yo,                     , el suscribiente, siendo el oficial autorizado de la corporación, juro que los datos contenidos en este certificado son ciertos, hoy, día,                     del mes de                     . del año                    .

IN WITNESS WHEREOF, I, Lawrence Odell, the undersigned, being the authorized officer of the corporation, hereby swear that the facts herein stated in this certificate are true, this 5 day of January, 2011.

                                          
                       Oficial Autorizado
                        Authorized Officer

Cifra de Ingreso
   5133 — $8.00
  5134 — $12.00

FIRST BANCORP

REGISTRATION NO. 101835

STATEMENT ATTACHED TO THE CERTIFICATE OF AMENDMENT OF THE
CERTIFICATE OF INCORPORATION AFTER THE RECEIPT OF PAYMENT OF

CAPITAL

SIXTH

     The authorized capital of the Corporation shall be TWO HUNDRED FIFTY MILLION DOLLARS ($250,000,000) represented by TWO BILLION (2,000,000,000) shares of common stock, TEN CENTS ($0.10) par value per share, and FIFTY MILLION (50,000,000) shares of Preferred Stock, ONE DOLLAR ($1.00) par value per share. The shares may be issued by the Corporation from time to time as authorized by the board of directors without the further approval of shareholders, except as otherwise provided in this Article Sixth or to the extent that such approval is required by governing law, rule or regulations.

     No shares of capital stock (including shares issuable upon conversion, exchange or exercise of other securities) shall be issued, directly or indirectly, to officers, directors or controlling persons of the Corporation other than as part of a general public offering, unless their issuance or the plan (including stock option plans) under which they would be issued has been approved by a majority of the total votes to be cast at a legal meeting of stockholders.

     The board of directors is expressly authorized to provide, when it deems necessary, for the issuance of shares of preferred stock in one or more series, with such voting powers, and with such designations, preferences, rights, qualifications, limitations or restrictions thereof, as shall be expressed in resolution or resolutions of the board of directors, authorizing such issuance, including (but without limiting the generality of the foregoing) the following:

     (a) the designation of such series;

     (b) the dividend rate of such series, the conditions and dates upon which the dividends shall be payable, the preference or relation which such dividends shall bear to the dividends payable on any other class or classes of capital stock of the Corporation, and whether such dividends shall be cumulative or non-cumulative;

     (c) whether the shares of such series shall be subject to redemption by the Corporation, and if made subject to such redemption, the terms and conditions of such redemption;

     (d) the terms and amount of any sinking fund provided for the purchase or redemption of the shares of such series;

     (e) whether the shares of such series shall be convertible and if provision be made for conversion, the terms of such conversion;

     (f) the extent, if any, to which the holders of such shares shall be entitled to vote; provided however, that in no event, shall any holder of any series of preferred stock be entitled to more than vote for each such share;

     (g) the restrictions and conditions, if any, upon the issue or re-issue of any additional preferred stock ranking on a parity with or prior to such shares as to dividends or upon dissolution; and

     (h) the rights of the holders of such shares upon dissolution of, or upon distribution of assets of the Corporation, which rights may be different in the case of voluntary dissolution.

     Effective as of 12:01 a.m. on January 7, 2011 (the “Effective Time”), every fifteen shares of Common Stock, par value $0.10 per share, issued and outstanding immediately prior to the Effective Time (“Old Common Stock”) shall, automatically and without any action on the part of the respective holders thereof, be combined, reclassified and changed into one fully paid and non-assessable share of Common Stock, par value $0.10 per share (“New Common Stock”); provided, however, that no fractional shares shall be issued. Stockholders who would otherwise be entitled to a fractional share will receive a cash payment in lieu of such fractional share.

     Any Stockholder who, immediately prior to the Effective Time, owns a number of shares of Old Common Stock which is not evenly divisible by fifteen shall, with respect to such fractional interest, be entitled to receive cash in lieu of any fractional share of New Common Stock in an amount equal to the Stockholder’s pro rata share of net proceeds attributable to the sale of such fractional shares following the aggregation and sale by the Corporation’s exchange agent of all fractional shares of New Common Stock otherwise issuable. Each certificate that theretofore represented shares of Old Common Stock shall thereafter represent the number of shares of New Common Stock into which shares of Old Common Stock represented by such certificate shall have been reclassified and combined; provided, that each person holding of record a stock certificate or certificates that represented shares of Old Common Stock shall receive upon surrender of such certificate or certificates, a new certificate or certificates evidencing and representing the number of shares of New Common Stock to which such person is entitled under the foregoing reclassification and combination.

EX-99.1

Exhibit 99.1

News Release

First BanCorp Announces 1-For-15 Reverse Stock Split

SAN JUAN, Puerto Rico — January 5, 2011 — First BanCorp (the “Corporation”) [NYSE:FBP] announced today that, effective as of 12:01 am January 7, 2011, it is implementing a one-for-fifteen reverse stock split of all outstanding shares of its common stock.

At the Corporation’s Special Meeting of Stockholders held on August 24, 2010, shareholders approved an amendment to the Corporation’s Restated Articles of Incorporation to implement a reverse stock split at a ratio, to be determined by the Board of Directors in its sole discretion, within the range of one new share of common stock for 10 old shares and one new share for 20 old shares. As authorized, the Board has elected to effect a reverse stock split at a ratio of one-for-fifteen.

“We appreciate the support of our stockholders in granting our board the authority to effect a reverse stock split. After a thorough consideration of our options, the board determined that a reverse stock split of the Corporation’s common shares is in the best interest of stockholders,” commented Aurelio Aleman, President and Chief Executive Officer of First BanCorp. “A reverse stock split better positions the Corporation to accomplish its capital strategies and regain compliance with the NYSE listing rules.”

The one-for-fifteen reverse stock split automatically converts fifteen old shares of the Corporation’s common stock into one new share of common stock, and reduces the number of outstanding shares of common stock from approximately 320 million shares to approximately 21 million shares of common stock. The Corporation will not issue fractional shares in connection with the reverse stock split. For cases in which the reverse stock split results in any stockholder holding fractional shares, the stockholder will receive a cash payment (without interest) in lieu of such fractional shares. All outstanding options, warrants or other rights convertible into or exercisable for shares of common stock will be adjusted in accordance with their respective terms to account for the one-for-fifteen reverse stock split. The amount of authorized shares of common stock will not change as a result of the reverse stock split.

The Corporation’s common stock will begin trading on a post-reverse stock split basis when the market opens on Friday, January 7, 2011, and will continue to trade on the NYSE under the symbol “FBP.” Stockholders holding physical share certificates will receive instructions as to how to exchange existing share certificates for new certificates representing the post-reverse stock split shares. BNY Mellon Shareowner Services is serving as the Corporation’s Exchange Agent in connection with the reverse stock split.

News Release

About First BanCorp

First BanCorp is the parent corporation of FirstBank Puerto Rico, a state-chartered commercial bank with operations in Puerto Rico, the Virgin Islands and Florida, and of FirstBank Insurance Agency. First BanCorp and FirstBank Puerto Rico all operate within U.S. banking laws and regulations. The Corporation operates a total of 170 branches, stand-alone offices and in-branch service centers throughout Puerto Rico, the U.S. and British Virgin Islands, and Florida. Among the subsidiaries of FirstBank Puerto Rico are First Federal Finance Corp., a small loan company; FirstBank Puerto Rico Securities, a broker-dealer subsidiary; First Management of Puerto Rico; and FirstMortgage, Inc., a mortgage origination company. In the U.S. Virgin Islands, FirstBank operates First Insurance VI, an insurance agency, and First Express, a small loan company. First BanCorp’s common and publicly-held preferred shares trade on the New York Stock Exchange under the symbols FBP, FBPPrA, FBPPrB, FBPPrC, FBPPrD and FBPPrE. Additional information about First BanCorp may be found at www.firstbankpr.com.

Safe Harbor This press release may contain “forward-looking statements” concerning the Corporation’s future economic performance. The words or phrases “expect,” “anticipate,” “look forward,” “should,” “believes” and similar expressions are meant to identify “forward-looking statements” within the meaning of Section 27A of the Private Securities Litigation Reform Act of 1995, and are subject to the safe harbor created by such section. The Corporation wishes to caution readers not to place undue reliance on any such “forward-looking statements,” which speak only as of the date made, and to advise readers that various factors, including, but not limited to, uncertainty as to whether the Corporation will complete the sale of approximately $350 million of equity so as to meet the remaining substantive condition necessary to compel the U.S. Treasury to convert into common stock the shares of Series G Preferred Stock that the Corporation issued to the U.S. Treasury; uncertainty about whether the Corporation will be able to fully comply with the written agreement dated June 3, 2010 that the Corporation entered into with the Federal Reserve Bank of New York (the “FED”) and the order dated June 2, 2010 (the “Order”) that the Corporation and FirstBank Puerto Rico entered into with the Federal Deposit Insurance Corporation (the “FDIC”) and the Office of the Commissioner of Financial Institutions of Puerto Rico (“OCIF”) that, among other things, require the Corporation to attain certain capital levels and reduce its special mention, classified, delinquent and non-accrual assets; uncertainty as to whether or not a definitive agreement providing for the sale of assets will be negotiated; uncertainty as to whether the Corporation will be able to complete future capital-raising efforts; uncertainty as to the availability of certain funding sources, such as retail brokered certificates of deposit; the risk of not being able to fulfill the Corporation’s cash obligations or pay dividends to its shareholders due to its inability to receive approval from the FED to

News Release

receive dividends from FirstBank Puerto Rico; the risk of being subject to possible additional regulatory actions; the strength or weakness of the real estate markets and of the consumer and commercial credit sectors and their impact on the credit quality of the Corporation’s loans and other assets, including the Corporation’s construction and commercial real estate loan portfolios, which have contributed and may continue to contribute to, among other things, the increase in the levels of non-performing assets, charge-offs and the provision expense and may subject the Corporation to further risk from loan defaults and foreclosures; adverse changes in general economic conditions in the United States and in Puerto Rico, including the interest rate scenario, market liquidity, housing absorption rates, real estate prices and disruptions in the U.S. capital markets, which may reduce interest margins, impact funding sources and affect demand for all of the Corporation’s products and services and the value of the Corporation’s assets; the Corporation’s reliance on brokered certificates of deposit and the Corporation’s ability to obtain, on a periodic basis, approval to issue brokered certificates of deposit to fund operations and provide liquidity in accordance with the terms of the Order; an adverse change in the Corporation’s ability to attract new clients and retain existing ones; a decrease in demand for the Corporation’s products and services and lower revenues and earnings because of the continued recession in Puerto Rico and the current fiscal problems and budget deficit of the Puerto Rico government; a need to recognize additional impairments on financial instruments or goodwill relating to acquisitions; uncertainty about regulatory and legislative changes for financial services companies in Puerto Rico, the United States and the U.S. and British Virgin Islands, which could affect the Corporation’s financial performance and could cause the Corporation’s actual results for future periods to differ materially from prior results and anticipated or projected results; uncertainty about the effectiveness of the various actions undertaken to stimulate the United States economy and stabilize the United States financial markets, and the impact such actions may have on the Corporation’s business, financial condition and results of operations; changes in the fiscal and monetary policies and regulations of the federal government, including those determined by the Federal Reserve System, the FDIC, government-sponsored housing agencies and local regulators in Puerto Rico and the U.S. and British Virgin Islands; the risk of possible failure or circumvention of controls and procedures and the risk that the Corporation’s risk management policies may not be adequate; the risk that the FDIC may further increase the deposit insurance premium and/or require special assessments to replenish its insurance fund, causing an additional increase in the Corporation’s non-interest expense; risks of not being able to generate sufficient income to realize the benefit of the deferred tax asset; risks of not being able to recover the assets pledged to Lehman Brothers Special Financing, Inc.; changes in the Corporation’s expenses associated with acquisitions and dispositions; the adverse effect of litigation; developments in technology; risks associated with further downgrades in the credit ratings of the

News Release

Corporation’s long-term senior debt; general competitive factors and industry consolidation; risks associated with the depression of the price of the Corporation’s common stock, including the possibility of the Corporation’s common stock being delisted from the New York Stock Exchange; and the possible future dilution to holders of common stock resulting from additional issuances of common stock or securities convertible into common stock. The Corporation does not undertake, and specifically disclaims any obligation, to update any “forward-looking statements” to reflect occurrences or unanticipated events or circumstances after the date of such statements.

###

First BanCorp
Alan Cohen
Senior Vice President
Marketing and Public Relations
alan.cohen@firstbankpr.com
787.729.8256