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EVTC > SEC Filings for EVTC > Form 8-K on 11-Sep-2013All Recent SEC Filings

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Form 8-K for EVERTEC, INC.


11-Sep-2013

Change in Directors or Principal Officers, Other Events, Financial Statements and E


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 9, 2013, the Company issued a press release announcing that Frank G. D'Angelo had been appointed to the Company's Board of Directors (the "Board"), effective as of September 9, 2013. Mr. D'Angelo replaced Thomas M. White, who resigned as a member of the Board effective September 9, 2013. The Board determined that Mr. D'Angelo is independent within the rules and regulations of The New York Stock Exchange and Rule 10A-3 of the Securities and Exchange Act of 1934, as amended. A copy of the press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

In connection with his appointment, Mr. D'Angelo entered into an indemnification agreement with the Company, the terms of which are identical in all material respects to the form of indemnification agreement that the Company has previously entered into with each of its directors. The Company's standard form of director indemnification agreement was described in, and previously filed as Exhibit 10.62 to, the Company's Registration Statement on Form S-1 (File No. 333-186487), as amended.

Mr. D'Angelo was also awarded 3,075 restricted stock units with a grant date value of $75,000 in accordance with the Company's independent director compensation policy. The restricted stock units will vest one year from the date of grant, provided Mr. D'Angelo is then providing service to the Company. The standard form of restricted stock unit award agreement was previously filed as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed on August 14, 2013.



Item 8.01 Other Events.

On September 9, 2013, the Company issued a press release announcing the commencement of an underwritten public offering of 20,000,000 shares of its common stock by an affiliate of Apollo Global Management, LLC ("Apollo"), Popular, Inc., and certain officers, and current and former employees of the Company (collectively, the "Selling Stockholders"). The underwriters of the offering will have the option to purchase up to an additional 3,000,000 shares of common stock from Apollo. The Selling Stockholders will receive all of the proceeds from the offering. A copy of the press release is being filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.

In addition, on September 9, 2013, the Company issued a press release announcing the partial release of certain lock-up agreements entered into in connection with its initial public offering in April 2013. A copy of the press release is being filed as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated by reference herein.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Number                                     Exhibit

99.1        Press Release announcing new director issued by EVERTEC, Inc. dated
            September 9, 2013.

99.2        Press Release announcing commencement of secondary offering issued by
            EVERTEC, Inc. dated September 9, 2013.

99.3        Press Release announcing partial release of lock-up agreement issued
            by EVERTEC, Inc. dated September 9, 2013.


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