Business Context and Reporting Period
This Form 8-K Current Report was filed by EVERTEC, Inc. on July 2, 2013, covering events occurring between June 26, 2013, and July 1, 2013. The company is incorporated in Puerto Rico and operates in the financial technology sector.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The report focuses on corporate governance and equity transactions.
Material Changes and Corporate Actions
- Stockholder Agreement Amendment: On June 30, 2013, the Company entered into a Second Amendment to its Stockholder Agreement with Principal Stockholders AP Carib Holdings, Ltd. (Apollo) and Popular, Inc. This amendment allows the Board of Directors to fill vacancies, provided selections adhere to the Agreement's provisions.
- Unregistered Equity Sales: On June 26 and July 1, 2013, employees exercised options for an aggregate of 2,873,571 shares of common stock for tax-planning purposes.
- Weighted average strike price: Approximately $2.28 per share.
- Method: Cashless exercise.
- Shares surrendered to cover costs: 793,488.
- Net shares issued: 2,080,083.
- Exemption: Issued under Section 4(a)(2) of the Securities Act or Rule 701.
- Board of Directors Changes:
- Resignation: Richard L. Carrión Rexach resigned effective June 30, 2013.
- Appointment: Teresita Loubriel Rosado was appointed to the Board effective June 30, 2013, and will serve on the Audit Committee. The Board determined she is independent under NYSE and SEC rules.
Guidance, Outlook, and Risks
The filing does not provide financial guidance, outlook, or management commentary regarding future performance. No specific risks or contingencies were disclosed in this report other than standard references to securities laws and lock-up agreements on the newly issued shares.
Investor Verification Checklist
- Verify the terms of the Second Amendment to the Stockholder Agreement regarding Board vacancy filling procedures.
- Confirm the impact of the 2,080,083 newly issued shares on total outstanding share count and potential dilution.
- Review the background and qualifications of the new director, Teresita Loubriel Rosado, and her role on the Audit Committee.
- Check for any subsequent filings regarding the resignation of Richard L. Carrión Rexach to ensure no undisclosed conflicts or reasons for departure.