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<P align="center"><FONT size="2"><B>As filed with the Securities and
Exchange Commission on June&nbsp;30, 2003.</B></FONT>

<P align="right"><FONT size="2"><B>Registration No.<BR>
333-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</B></FONT>


<P align="center"><FONT size="4"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B></FONT>

<DIV align="center"><FONT size="3">Washington, D.C. 20549</FONT></DIV>

<P align="center"><FONT size="5"><B>Form&nbsp;S-8</B></FONT>

<P align="center"><FONT size="2"><B>REGISTRATION STATEMENT<BR>
UNDER THE SECURITIES ACT OF 1933</B></FONT>

<P align="center"><FONT size="6"><B>FIRST BANCORP</B></FONT>

<DIV align="center"><FONT size="2">(Exact name of registrant as specified in its charter)</FONT></DIV>

<P align="center"><FONT size="2"><B>PUERTO RICO</B><BR>
(State or other jurisdiction of incorporation or organization)</FONT>

<P align="center"><FONT size="2"><B>66-0561882</B><BR>
(I.R.S. Employer Identification No.)</FONT>

<P align="center"><FONT size="2"><B>1519 Ponce de Le&#243;n Avenue, Santurce, Puerto Rico 00908</B><BR>
(Address of Principal Executive Offices)</FONT>

<P align="center"><FONT size="2"><B>FirstBank 401(k) Retirement Plan for Residents of the U.S. Virgin Islands</B><BR>
(Full title of the plan)</FONT>

<P align="center"><FONT size="2"><B>Annie Astor-Carbonell<BR>
1519 Ponce de Le&#243;n Avenue<BR>
Santurce, Puerto Rico 00908</B><BR>
(Name and address of agent for service)</FONT>

<P align="center"><FONT size="2"><B>(787)&nbsp;729-8200</B><BR>
(Telephone number, including area code, of agent for service)</FONT>

<P align="center"><FONT size="2">&nbsp;</FONT>
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<A name="toc"><DIV align="CENTER" style="page-break-before:always"><U><B>TABLE OF CONTENTS</B></U></DIV></A>

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<TR><TD colspan="9"><A HREF="#000">Signatures</A></TD></TR>
<TR><TD colspan="9"><A HREF="#001">POWER OF ATTORNEY</A></TD></TR>
<TR><TD colspan="9"><A HREF="#002">EXHIBIT INDEX</A></TD></TR>
<TR><TD colspan="9"><A HREF="g83563exv4w3.txt">EX-4.3 PLAN DOCUMENT RESIDENTS OF US VIRGIN ISLAND</A></TD></TR>
<TR><TD colspan="9"><A HREF="g83563exv4w4.txt">EX-4.4 ADOPTION AGREEMENT</A></TD></TR>
<TR><TD colspan="9"><A HREF="g83563exv5.txt">EX-5 OPINION REGARDING ERISA</A></TD></TR>
<TR><TD colspan="9"><A HREF="g83563exv23w1.txt">EX-23.1 CONSENTS OF PRICEWATERHOUSECOOPERS LLP</A></TD></TR>
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<P align="left"><FONT size="2"><B>CALCULATION OF REGISTRATION FEE</B></FONT>

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    <TD width="8%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
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    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
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    <TD nowrap align="center"><FONT size="1"><B>Title of each</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Proposed maximum</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Proposed maximum</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
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    <TD nowrap align="center"><FONT size="1"><B>class of securities</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Amount to be</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>offering price</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>aggregate offering</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Amount of</B></FONT></TD>
</TR>
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    <TD nowrap align="center"><FONT size="1"><B>to be registered</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>registered (1)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>per share (2)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>price (2)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>registration fee</B></FONT></TD>
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    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Common Stock, par value
of $1.00 per share</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" align="center"><FONT size="2">50,000 shares</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">27.95</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,397,500.00</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">161.80</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
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      <TD width="1%" align="left" nowrap><FONT size="2">(1)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">This registration statement also covers an indeterminate number of shares
of common stock that may be issued by First BanCorp from time to time by virtue
of stock splits, stock dividends or similar transactions in accordance with
Rule&nbsp;416(a) under the Securities Act of 1933, as amended (the &#147;Securities
Act&#148;). In addition, pursuant to Rule&nbsp;416(c) under the Securities Act, this
registration statement also covers an indeterminate amount of interests to be
offered and sold pursuant to the employee benefit plan described herein.</FONT></TD>
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        <TD><FONT size="2">&nbsp;</FONT></TD>
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      <TD width="1%" align="left" nowrap><FONT size="2">(2)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">Estimated solely for the purpose of calculating the registration fee
pursuant to Rules&nbsp;457(c) and 457(h)(1) under the Securities Act. Based on the
average of the high and low prices ($28.49 and $27.40, respectively) of First
BanCorp&#146;s common stock reported on the New York Stock Exchange on June&nbsp;24,
2003.</FONT></TD>
</TR>
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<P align="left"><FONT size="2"><B>Part I Information Required in the Section&nbsp;10(a) Prospectus</B></FONT>

<P align="left"><FONT size="2">Pursuant to the Note to Part I of Form&nbsp;S-8, the documents containing the
information specified by Part I of Form&nbsp;S-8 (including the statement of
availability of information required by Item&nbsp;2 of Part I of Form&nbsp;S-8) will be
sent or given to employees as specified by Rule&nbsp;428(b)(1) under the Securities
Act of 1933, as amended (the &#147;Securities Act&#148;). Such documents are not
required to be and are not filed with the Securities and Exchange Commission
either as part of this registration statement or as prospectuses or prospectus
supplements pursuant to Rule&nbsp;424 under the Securities Act.
</FONT>
<P align="left"><FONT size="2"><B>Part II Information Required in the Registration Statement</B></FONT>

<P align="left"><FONT size="2"><B>Item&nbsp;3. Incorporation of Documents by Reference.</B></FONT>

<P align="left"><FONT size="2">The following documents filed with the Commission by First BanCorp, are hereby
incorporated by reference:
</FONT>
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        <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">(a)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="90%"><FONT size="2">First BanCorp&#146;s Annual Report on Form&nbsp;10-K for the Fiscal Year
ended December&nbsp;31, 2002;</FONT></TD>
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<P align="center"><FONT size="2">&nbsp;</FONT>
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        <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">(b)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="90%"><FONT size="2">The Annual Report on
Form&nbsp;11-K for the Fiscal Year ended December&nbsp;31, 2002, for
the FirstBank&nbsp;401(k) Retirement Plan for Residents of the
U.S.&nbsp;Virgin Islands;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
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        <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">(c)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="90%"><FONT size="2">First BanCorp&#146;s Quarterly Report on Form&nbsp;10-Q for the quarter ended
March&nbsp;31, 2003;</FONT></TD>
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<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
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        <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">(d)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="90%"><FONT size="2">First BanCorp&#146;s Current Reports on Form&nbsp;8-K filed with the
Commission on January&nbsp;17, 2003, April&nbsp;4, 2003 and May&nbsp;21, 2003;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
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        <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">(e)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="90%"><FONT size="2">The description of First BanCorp&#146;s Common Stock set forth in First
BanCorp&#146;s Registration Statement on Form&nbsp;8-A, filed with the Securities
and Exchange Commission on January&nbsp;28, 1999 (which in turn incorporated
such description from the sections titled &#147;Differences in Stockholder
Rights&#148; on pages 29 to 31 and &#147;Description of First BanCorp&#146;s Capital
Stock&#148; on pages 40 to 42 of the Proxy Prospectus of the Registrant
filed with the Securities and Exchange Commission on April&nbsp;24, 1998 as
part of First BanCorp&#146;s Amendment No.&nbsp;2 to the Registration Statement
on Form&nbsp;S-4 (file 333-08460).</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">All documents filed by the Company and the Plan pursuant to Sections&nbsp;13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
&#147;Exchange Act&#148;), subsequent to the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
</FONT>
<P align="left"><FONT size="2"><B>Item&nbsp;4. Description of Securities.</B></FONT>

<P align="left"><FONT size="2">Not applicable. First BanCorp&#146;s Common Stock is registered under Section&nbsp;12 of
the Exchange Act.
</FONT>
<P align="left"><FONT size="2"><B>Item&nbsp;5. Interests of Named Experts and Counsel.</B></FONT>

<P align="left"><FONT size="2">Not applicable.
</FONT>
<P align="left"><FONT size="2"><B>Item&nbsp;6. Indemnification of Directors and Officers.</B></FONT>

<P align="left"><FONT size="2">Article&nbsp;NINTH of the Articles of Incorporation of First BanCorp (the
&#147;Corporation&#148;) provides the following:
</FONT>
<P align="center"><FONT size="2">&nbsp;</FONT>
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<P>
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        <TD width="3%"></TD>
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        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">(1)&nbsp;The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation)
by reason of the fact that he is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the written request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorney&#146;s fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if it is formally determined by the Board of
Directors, or other committee or entity empowered to make such
determination, that he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Corporation,
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">(2)&nbsp;The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the Corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee
or agent of the Corporation, or is or was serving at the written request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorney&#146;s fees) actually and reasonably incurred by him
in connection with the defense of settlement of such action or suit if it is
formally determined by the Board of Directors, or other committee or entity
empowered to make such determination, that he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the Corporation, except that no indemnification shall be made in respect
of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the Corporation unless and only to the extent that the court in
which such action was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses which such court shall deem proper.</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">(3)&nbsp;To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in a paragraph 1 or 2 of this
Article&nbsp;NINTH, or in defense of any claim, issue or matter therein, he shall
be</FONT></TD>
</TR>
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<P align="center"><FONT size="2">&nbsp;</FONT>
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<P>
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        <TD width="3%"></TD>
        <TD width="97%"></TD>
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        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">indemnified against expenses (including attorney&#146;s fees) actually and
reasonably incurred by him in connection therewith.</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">(4)&nbsp;Any indemnification under paragraph 1 or 2 of this Article&nbsp;NINTH
(unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification
of the director, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth therein.
Such determination shall be made (a)&nbsp;by the Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (b)&nbsp;if such a quorum is not obtainable, or,
even if obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (c)&nbsp;by the stockholders.</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">(5)&nbsp;Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the Board of
Directors in the specific case upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount
unless it shall ultimately be determined that he is entitled to be
indemnified by the Corporation as authorized in this Article&nbsp;NINTH.</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">(6)&nbsp;The indemnification provided by this Article&nbsp;NINTH shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any statute, by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">(7)&nbsp;By action of its Board of Directors, notwithstanding any interest of
the directors in the action, the Corporation may purchase and maintain
insurance, in such amounts as the Board of Directors deems appropriate, on
behalf of any person who is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the written request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
any liability asserted against him and incurred by him in any such capacity,
or arising out of his status as such.</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">(8)&nbsp;Notwithstanding anything contained herein to the contrary, no
indemnification may be made by the Corporation to any person if it relates
to the imposition of a fine for an infraction or violation of any provision
of the law.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">Section&nbsp;2652 of Title 14, Laws of Puerto Rico Annotated, provides the
following:
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Every corporation created under the provisions of this subtitle shall have
the power to &#151;
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;***&nbsp;&nbsp;(n) Reimburse to all directors and officers or former directors and
officers, or any person who, at the request of the corporation, has rendered
services as a
</FONT>
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<P align="left"><FONT size="2">director or officer of another corporation of which the corporation is a
stockholder or creditor, the expenses which necessarily or in fact were
incurred with respect to the defense in any action, suit or proceeding in which
such persons, or any of them, are included as a party or parties for having
been directors or officers of one or another corporation, pursuant to the
provisions of &#167; 2728 of this title.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2728 of Title 14, Laws of Puerto Rico Annotated, provides the
following:
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp; A corporation may compensate any person who is, has been a party, or
is under threat of becoming a party to any imminent, pending or resolved civil,
criminal, administrative or investigative action, suit or proceeding (except an
action initiated by the corporation or initiated to protect the interests of
the corporation), because the person has been or is a director, officer,
employee or agent of the corporation, or had been or is functioning at the
request of the corporation as director, officer, employee or agent of another
corporation, partnership, joint venture, trust or any other enterprise. The
compensation may include the expenses incurred in a reasonable manner,
including attorneys&#146; fees, adjudication or judgments, fines and amounts paid
upon settling such action, suit or proceeding, if the person acted in good
faith and in a manner which the person reasonably deemed consistent with the
best interests of the corporation and not opposed thereto, and that with
respect to any criminal action or proceeding, the person did not have
reasonable cause to believe that his conduct was unlawful.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp; A corporation may compensate any person who is, has been a party, or
is under threat of becoming a party to any imminent, pending or resolved
action, suit or proceeding initiated by the corporation or initiated to protect
the interests of the corporation to procure a judgment in its favor because the
person is or has been a director, officer, employee or agent of the
corporation, or is or has been in office at the request of the corporation as
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or any other enterprise. The compensation may include the
expenses incurred in a reasonable manner, including attorneys&#146; fees, with
respect to the defense or settlement of such action or suit, if the person
acted in good faith and in a manner he reasonably deemed consistent with the
best interests of the corporation and not opposed thereto.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;***&nbsp;&nbsp;(f) The compensation and advance of expenses provided in this
section shall not be deemed to exclude any other right which those seeking the
compensation or advance may have, pursuant to any bylaws, agreement, vote of
uninvolved stockholders or directors, or otherwise, with regard to their
actions, both in their official capacity or otherwise.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, the Company maintains a directors&#146; and officers&#146; liability
insurance policy.
</FONT>
<P align="left"><FONT size="2"><B>Item&nbsp;7. Exemption from Registration Claimed.</B></FONT>

<P align="center"><FONT size="2">&nbsp;</FONT>
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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>


<P align="left"><FONT size="2">Not applicable.
</FONT>
<P align="left"><FONT size="2"><B>Item&nbsp;8. Exhibits.</B></FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="87%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>Exhibit Number</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><FONT size="1"><B>Description</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">4.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Articles of Incorporation of First BanCorp, incorporated by reference
to Amendment No.&nbsp;2 to the Form&nbsp;S-4 Registration Statement (Reg. No.
333-08640), filed by First BanCorp. with the Securities and Exchange
Commission on April&nbsp;15, 1998.</FONT></TD>
</TR>

<TR>
   <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">4.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
By-Laws of First BanCorp, incorporated by reference to Amendment No.&nbsp;2
to the Form&nbsp;S-4 Registration Statement (Reg. No.&nbsp;333-08640), filed by
First BanCorp. with the Securities and Exchange Commission on April&nbsp;24,
1998.</FONT></TD>
</TR>

<TR>
   <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">4.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
The Plan Document for the FirstBank 401(k) Retirement Plan for
Residents of the U.S. Virgin Islands</FONT></TD>
</TR>

<TR>
   <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">4.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
The Adoption Agreement for the FirstBank 401(k) Retirement Plan for
Residents of the U.S. Virgin Islands</FONT></TD>
</TR>

<TR>
   <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Opinion regarding ERISA compliance of Fiddler Gonzalez &#038; Rodriguez, PSC</FONT></TD>
</TR>

<TR>
   <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">23.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Consent of PricewaterhouseCoopers LLP</FONT></TD>
</TR>

<TR>
   <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">23.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Consent of Fiddler Gonzalez &#038; Rodriguez, PSC (included in the opinion
of counsel filed as Exhibit&nbsp;5 hereto)</FONT></TD>
</TR>

<TR>
   <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">24</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Power of Attorney (included in page 9 hereof)</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="left"><FONT size="2"><B>Item&nbsp;9. Undertakings.</B></FONT>

<P align="left"><FONT size="2">(a)&nbsp; The undersigned registrant hereby undertakes:
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp; To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">(i)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="90%"><FONT size="2">To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">(ii)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="90%"><FONT size="2">To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate,</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">&nbsp;</FONT>
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<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="90%"><FONT size="2">represent a fundamental change in the information set forth in the
registration statement; and</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">(iii)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="90%"><FONT size="2">To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Securities and Exchange Commission by the registrant pursuant
to Section&nbsp;13 or Section&nbsp;15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp; That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp; To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp; The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant&#146;s annual report pursuant to Section&nbsp;13(a) or Section&nbsp;15(d) of the
Securities Exchange Act of 1934 (and each filing of an employee benefit plan&#146;s
annual report pursuant to Section&nbsp;15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp; Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person against the registrant in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against
public policy as expressed in the Securities Act of 1933 and will be governed
by the final adjudication of such issue.
</FONT>
<P align="center"><FONT size="2">&nbsp;</FONT>
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<!-- link1 "Signatures" -->
<DIV align="left"><A NAME="000"></A></DIV>
<P align="left"><FONT size="2"><B>Signatures</B></FONT>

<P align="left"><FONT size="2">The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form&nbsp;S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Juan, Puerto Rico, on this 26th day of
June, 2003.
</FONT>
<P align="left"><FONT size="2">First BanCorp</FONT>


<P align="left"><FONT size="2">By &nbsp;/s/ Annie Astor-Carbonell<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;________________________________
</FONT>


<P align="left"><FONT size="2">Name: Annie Astor-Carbonell
</FONT>

<P align="left"><FONT size="2">Title: Senior Executive Vice President, Chief Financial Officer, Director
</FONT>

<!-- link1 "POWER OF ATTORNEY" -->
<DIV align="left"><A NAME="001"></A></DIV>
<P align="center"><FONT size="2"><B>POWER OF ATTORNEY</B></FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each person whose signature appears below hereby constitutes and appoints
Angel Alvarez P&#233;rez and Annie Astor-Carbonell and each of them acting singly,
each with full power to act without the other, his or her true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and any registration statement
relating to the same offering as this Registration Statement that is to be
effective upon filing pursuant to Rule&nbsp;462(b) under the Securities Act of 1933,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto each of said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
</FONT>

<P align="center"><FONT size="2">&nbsp;</FONT>
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<P align="left"><FONT size="2">Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
</FONT>
<P align="left"><FONT size="2">By &nbsp;/s/ Angel Alvarez P&#233;rez<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;________________________________
</FONT>
<P align="left"><FONT size="2">Name: Angel Alvarez P&#233;rez
</FONT>
<P align="left"><FONT size="2">Title: President, Chief Executive Officer, Chairman of the Board of Directors
</FONT>
<P align="left"><FONT size="2">Date: June&nbsp;26, 2003
</FONT>

<P align="left"><FONT size="2">By &nbsp;/s/ Annie Astor-Carbonell<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;________________________________
</FONT>
<P align="left"><FONT size="2">Name: Annie Astor-Carbonell
</FONT>
<P align="left"><FONT size="2">Title: Senior Executive Vice President, Chief Financial Officer
</FONT>
<P align="left"><FONT size="2">Date: June&nbsp;26, 2003
</FONT>

<P align="left"><FONT size="2">By &nbsp;/s/ Jos&#233; Teixidor<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;________________________________
</FONT>
<P align="left"><FONT size="2">Name: Jos&#233; Teixidor
</FONT>
<P align="left"><FONT size="2">Title: Director
</FONT>
<P align="left"><FONT size="2">Date: June&nbsp;26, 2003
</FONT>
<P align="left"><FONT size="2">By &nbsp;/s/ Jos&#233; Juli&#225;n Alvarez-Bracero<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;________________________________
</FONT>
<P align="left"><FONT size="2">Name: Jos&#233; Juli&#225;n Alvarez-Bracero
</FONT>
<P align="left"><FONT size="2">Title: Director
</FONT>
<P align="left"><FONT size="2">Date: June&nbsp;26, 2003
</FONT>
<P align="left"><FONT size="2">By /s/&nbsp;&nbsp;Jorge L. D&#237;az<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;________________________________
</FONT>
<P align="left"><FONT size="2">Name: Jorge L. D&#237;az
</FONT>
<P align="left"><FONT size="2">Title: Director
</FONT>
<P align="left"><FONT size="2">Date: June&nbsp;26, 2003
</FONT>
<P align="center"><FONT size="2">&nbsp;</FONT>
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<P align="left"><FONT size="2">By /s/ Juan Acosta-Reboyras<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;________________________________
</FONT>
<P align="left"><FONT size="2">Name: Juan Acosta-Reboyras
</FONT>
<P align="left"><FONT size="2">Title: Director
</FONT>
<P align="left"><FONT size="2">Date: June&nbsp;26, 2003
</FONT>
<P align="left"><FONT size="2">By /s/ Laura Villarino Tur<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;________________________________
</FONT>
<P align="left"><FONT size="2">Name: Laura Villarino Tur
</FONT>
<P align="left"><FONT size="2">Title: Controller, Senior Vice President
</FONT>
<P align="left"><FONT size="2">Date: June&nbsp;26, 2003
</FONT>
<P align="center"><FONT size="2">&nbsp;</FONT>
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<P align="left"><FONT size="2">The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Juan, Puerto Rico on
this 26th day of June, 2003.
</FONT>
<P align="left"><FONT size="2">The FirstBank 401(k) Retirement Plan for Residents of the U.S. Virgin Islands
</FONT>
<P align="left"><FONT size="2">By /s/ Annie Astor-Carbonell<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;________________________________
</FONT>
<P align="left"><FONT size="2">Name: Annie Astor-Carbonell
</FONT>
<P align="left"><FONT size="2">Title: Authorized Representative
</FONT>
<P align="left"><FONT size="2">By /s/ Aida M. Garc&#237;a<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;________________________________
</FONT>
<P align="left"><FONT size="2">Name: Aida M. Garc&#237;a
</FONT>
<P align="left"><FONT size="2">Title: Authorized Representative
</FONT>
<P align="center"><FONT size="2">&nbsp;</FONT>
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<!-- link1 "EXHIBIT INDEX" -->
<DIV align="left"><A NAME="002"></A></DIV>
<P align="center"><FONT size="2"><B>EXHIBIT INDEX</B></FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="87%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">4.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Articles of Incorporation of First BanCorp, incorporated by reference
to Amendment No.&nbsp;2 to the Form&nbsp;S-4 Registration Statement (Reg. No.
333-08640), filed by First BanCorp. with the Securities and Exchange
Commission on April&nbsp;15, 1998.</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">4.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
By-Laws of First BanCorp, incorporated by reference to Amendment No.&nbsp;2
to the Form&nbsp;S-4 Registration Statement (Reg. No.&nbsp;333-08640), filed by
First BanCorp. with the Securities and Exchange Commission on April&nbsp;24,
1998.</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">4.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
The Plan Document for the FirstBank 401(k) Retirement Plan for
Residents of the U.S. Virgin Islands</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">4.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
The Adoption Agreement for the FirstBank 401(k) Retirement Plan for
Residents of the U.S. Virgin Islands</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Opinion regarding ERISA compliance of Fiddler Gonzalez &#038; Rodriguez, PSC</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">23.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Consent of PricewaterhouseCoopers LLP</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">23.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Consent of Fiddler Gonzalez &#038; Rodriguez, PSC (included in the opinion
of counsel filed as Exhibit&nbsp;5 hereto)</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">24</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Power of Attorney (included in page 9 hereof)</FONT></TD>
</TR>
</TABLE>
</CENTER>

<P align="center"><FONT size="2">&nbsp;</FONT>



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FIRST BANCORP
Table of Contents
As filed with the Securities and
Exchange Commission on June 30, 2003.
Registration No.
333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
FIRST BANCORP
(Exact name of registrant as specified in its charter)
PUERTO RICO
(State or other jurisdiction of incorporation or organization)
66-0561882
(I.R.S. Employer Identification No.)
1519 Ponce de León Avenue, Santurce, Puerto Rico 00908
(Address of Principal Executive Offices)
FirstBank 401(k) Retirement Plan for Residents of the U.S. Virgin Islands
(Full title of the plan)
Annie Astor-Carbonell
1519 Ponce de León Avenue
Santurce, Puerto Rico 00908
(Name and address of agent for service)
(787) 729-8200
(Telephone number, including area code, of agent for service)
TABLE OF CONTENTS
Signatures
POWER OF ATTORNEY
EXHIBIT INDEX
EX-4.3 PLAN DOCUMENT RESIDENTS OF US VIRGIN ISLAND
EX-4.4 ADOPTION AGREEMENT
EX-5 OPINION REGARDING ERISA
EX-23.1 CONSENTS OF PRICEWATERHOUSECOOPERS LLP
Table of Contents
CALCULATION OF REGISTRATION FEE
Title of each
Proposed maximum
Proposed maximum
class of securities
Amount to be
offering price
aggregate offering
Amount of
to be registered
registered (1)
per share (2)
price (2)
registration fee
Common Stock, par value
of $1.00 per share
50,000 shares
$
27.95
$
1,397,500.00
$
161.80
(1)
This registration statement also covers an indeterminate number of shares
of common stock that may be issued by First BanCorp from time to time by virtue
of stock splits, stock dividends or similar transactions in accordance with
Rule 416(a) under the Securities Act of 1933, as amended (the "Securities
Act"). In addition, pursuant to Rule 416(c) under the Securities Act, this
registration statement also covers an indeterminate amount of interests to be
offered and sold pursuant to the employee benefit plan described herein.
(2)
Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h)(1) under the Securities Act. Based on the
average of the high and low prices ($28.49 and $27.40, respectively) of First
BanCorp's common stock reported on the New York Stock Exchange on June 24,
2003.
Part I Information Required in the Section 10(a) Prospectus
Pursuant to the Note to Part I of Form S-8, the documents containing the
information specified by Part I of Form S-8 (including the statement of
availability of information required by Item 2 of Part I of Form S-8) will be
sent or given to employees as specified by Rule 428(b)(1) under the Securities
Act of 1933, as amended (the "Securities Act"). Such documents are not
required to be and are not filed with the Securities and Exchange Commission
either as part of this registration statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act.
Part II Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by First BanCorp, are hereby
incorporated by reference:
(a)
First BanCorp's Annual Report on Form 10-K for the Fiscal Year
ended December 31, 2002;
Table of Contents
(b)
The Annual Report on
Form 11-K for the Fiscal Year ended December 31, 2002, for
the FirstBank 401(k) Retirement Plan for Residents of the
U.S. Virgin Islands;
(c)
First BanCorp's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2003;
(d)
First BanCorp's Current Reports on Form 8-K filed with the
Commission on January 17, 2003, April 4, 2003 and May 21, 2003;
(e)
The description of First BanCorp's Common Stock set forth in First
BanCorp's Registration Statement on Form 8-A, filed with the Securities
and Exchange Commission on January 28, 1999 (which in turn incorporated
such description from the sections titled "Differences in Stockholder
Rights" on pages 29 to 31 and "Description of First BanCorp's Capital
Stock" on pages 40 to 42 of the Proxy Prospectus of the Registrant
filed with the Securities and Exchange Commission on April 24, 1998 as
part of First BanCorp's Amendment No. 2 to the Registration Statement
on Form S-4 (file 333-08460).
All documents filed by the Company and the Plan pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), subsequent to the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not applicable. First BanCorp's Common Stock is registered under Section 12 of
the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article NINTH of the Articles of Incorporation of First BanCorp (the
"Corporation") provides the following:
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(1) The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation)
by reason of the fact that he is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the written request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if it is formally determined by the Board of
Directors, or other committee or entity empowered to make such
determination, that he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Corporation,
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
(2) The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the Corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee
or agent of the Corporation, or is or was serving at the written request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorney's fees) actually and reasonably incurred by him
in connection with the defense of settlement of such action or suit if it is
formally determined by the Board of Directors, or other committee or entity
empowered to make such determination, that he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the Corporation, except that no indemnification shall be made in respect
of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the Corporation unless and only to the extent that the court in
which such action was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses which such court shall deem proper.
(3) To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in a paragraph 1 or 2 of this
Article NINTH, or in defense of any claim, issue or matter therein, he shall
be
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indemnified against expenses (including attorney's fees) actually and
reasonably incurred by him in connection therewith.
(4) Any indemnification under paragraph 1 or 2 of this Article NINTH
(unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification
of the director, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth therein.
Such determination shall be made (a) by the Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (b) if such a quorum is not obtainable, or,
even if obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (c) by the stockholders.
(5) Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the Board of
Directors in the specific case upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount
unless it shall ultimately be determined that he is entitled to be
indemnified by the Corporation as authorized in this Article NINTH.
(6) The indemnification provided by this Article NINTH shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any statute, by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
(7) By action of its Board of Directors, notwithstanding any interest of
the directors in the action, the Corporation may purchase and maintain
insurance, in such amounts as the Board of Directors deems appropriate, on
behalf of any person who is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the written request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
any liability asserted against him and incurred by him in any such capacity,
or arising out of his status as such.
(8) Notwithstanding anything contained herein to the contrary, no
indemnification may be made by the Corporation to any person if it relates
to the imposition of a fine for an infraction or violation of any provision
of the law.
Section 2652 of Title 14, Laws of Puerto Rico Annotated, provides the
following:
Every corporation created under the provisions of this subtitle shall have
the power to —
***  (n) Reimburse to all directors and officers or former directors and
officers, or any person who, at the request of the corporation, has rendered
services as a
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director or officer of another corporation of which the corporation is a
stockholder or creditor, the expenses which necessarily or in fact were
incurred with respect to the defense in any action, suit or proceeding in which
such persons, or any of them, are included as a party or parties for having
been directors or officers of one or another corporation, pursuant to the
provisions of § 2728 of this title.
Section 2728 of Title 14, Laws of Puerto Rico Annotated, provides the
following:
(a)  A corporation may compensate any person who is, has been a party, or
is under threat of becoming a party to any imminent, pending or resolved civil,
criminal, administrative or investigative action, suit or proceeding (except an
action initiated by the corporation or initiated to protect the interests of
the corporation), because the person has been or is a director, officer,
employee or agent of the corporation, or had been or is functioning at the
request of the corporation as director, officer, employee or agent of another
corporation, partnership, joint venture, trust or any other enterprise. The
compensation may include the expenses incurred in a reasonable manner,
including attorneys' fees, adjudication or judgments, fines and amounts paid
upon settling such action, suit or proceeding, if the person acted in good
faith and in a manner which the person reasonably deemed consistent with the
best interests of the corporation and not opposed thereto, and that with
respect to any criminal action or proceeding, the person did not have
reasonable cause to believe that his conduct was unlawful.
(b)  A corporation may compensate any person who is, has been a party, or
is under threat of becoming a party to any imminent, pending or resolved
action, suit or proceeding initiated by the corporation or initiated to protect
the interests of the corporation to procure a judgment in its favor because the
person is or has been a director, officer, employee or agent of the
corporation, or is or has been in office at the request of the corporation as
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or any other enterprise. The compensation may include the
expenses incurred in a reasonable manner, including attorneys' fees, with
respect to the defense or settlement of such action or suit, if the person
acted in good faith and in a manner he reasonably deemed consistent with the
best interests of the corporation and not opposed thereto.
***  (f) The compensation and advance of expenses provided in this
section shall not be deemed to exclude any other right which those seeking the
compensation or advance may have, pursuant to any bylaws, agreement, vote of
uninvolved stockholders or directors, or otherwise, with regard to their
actions, both in their official capacity or otherwise.
In addition, the Company maintains a directors' and officers' liability
insurance policy.
Item 7. Exemption from Registration Claimed.
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Not applicable.
Item 8. Exhibits.
Exhibit Number
Description
4.1
Articles of Incorporation of First BanCorp, incorporated by reference
to Amendment No. 2 to the Form S-4 Registration Statement (Reg. No.
333-08640), filed by First BanCorp. with the Securities and Exchange
Commission on April 15, 1998.
4.2
By-Laws of First BanCorp, incorporated by reference to Amendment No. 2
to the Form S-4 Registration Statement (Reg. No. 333-08640), filed by
First BanCorp. with the Securities and Exchange Commission on April 24,
1998.
4.3
The Plan Document for the FirstBank 401(k) Retirement Plan for
Residents of the U.S. Virgin Islands
4.4
The Adoption Agreement for the FirstBank 401(k) Retirement Plan for
Residents of the U.S. Virgin Islands
5
Opinion regarding ERISA compliance of Fiddler Gonzalez & Rodriguez, PSC
23.1
Consent of PricewaterhouseCoopers LLP
23.2
Consent of Fiddler Gonzalez & Rodriguez, PSC (included in the opinion
of counsel filed as Exhibit 5 hereto)
24
Power of Attorney (included in page 9 hereof)
Item 9. Undertakings.
(a)  The undersigned registrant hereby undertakes:
(1)  To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i)
To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate,
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represent a fundamental change in the information set forth in the
registration statement; and
(iii)
To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Securities and Exchange Commission by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person against the registrant in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against
public policy as expressed in the Securities Act of 1933 and will be governed
by the final adjudication of such issue.
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Signatures
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Juan, Puerto Rico, on this 26th day of
June, 2003.
First BanCorp
By  /s/ Annie Astor-Carbonell
________________________________
Name: Annie Astor-Carbonell
Title: Senior Executive Vice President, Chief Financial Officer, Director
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Angel Alvarez Pérez and Annie Astor-Carbonell and each of them acting singly,
each with full power to act without the other, his or her true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and any registration statement
relating to the same offering as this Registration Statement that is to be
effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto each of said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
By  /s/ Angel Alvarez Pérez
________________________________
Name: Angel Alvarez Pérez
Title: President, Chief Executive Officer, Chairman of the Board of Directors
Date: June 26, 2003
By  /s/ Annie Astor-Carbonell
________________________________
Name: Annie Astor-Carbonell
Title: Senior Executive Vice President, Chief Financial Officer
Date: June 26, 2003
By  /s/ José Teixidor
________________________________
Name: José Teixidor
Title: Director
Date: June 26, 2003
By  /s/ José Julián Alvarez-Bracero
________________________________
Name: José Julián Alvarez-Bracero
Title: Director
Date: June 26, 2003
By /s/  Jorge L. Díaz
________________________________
Name: Jorge L. Díaz
Title: Director
Date: June 26, 2003
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By /s/ Juan Acosta-Reboyras
________________________________
Name: Juan Acosta-Reboyras
Title: Director
Date: June 26, 2003
By /s/ Laura Villarino Tur
________________________________
Name: Laura Villarino Tur
Title: Controller, Senior Vice President
Date: June 26, 2003
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Juan, Puerto Rico on
this 26th day of June, 2003.
The FirstBank 401(k) Retirement Plan for Residents of the U.S. Virgin Islands
By /s/ Annie Astor-Carbonell
________________________________
Name: Annie Astor-Carbonell
Title: Authorized Representative
By /s/ Aida M. García
________________________________
Name: Aida M. García
Title: Authorized Representative
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EXHIBIT INDEX
4.1
Articles of Incorporation of First BanCorp, incorporated by reference
to Amendment No. 2 to the Form S-4 Registration Statement (Reg. No.
333-08640), filed by First BanCorp. with the Securities and Exchange
Commission on April 15, 1998.
4.2
By-Laws of First BanCorp, incorporated by reference to Amendment No. 2
to the Form S-4 Registration Statement (Reg. No. 333-08640), filed by
First BanCorp. with the Securities and Exchange Commission on April 24,
1998.
4.3
The Plan Document for the FirstBank 401(k) Retirement Plan for
Residents of the U.S. Virgin Islands
4.4
The Adoption Agreement for the FirstBank 401(k) Retirement Plan for
Residents of the U.S. Virgin Islands
5
Opinion regarding ERISA compliance of Fiddler Gonzalez & Rodriguez, PSC
23.1
Consent of PricewaterhouseCoopers LLP
23.2
Consent of Fiddler Gonzalez & Rodriguez, PSC (included in the opinion
of counsel filed as Exhibit 5 hereto)
24
Power of Attorney (included in page 9 hereof)