UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported)
July 17, 2007
TEREX CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Delaware
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1-10702
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34-1531521
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(State or Other Jurisdiction
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(Commission
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(IRS Employer
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of Incorporation)
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File Number)
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Identification No.)
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200 Nyala Farm Road, Westport, Connecticut
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06880
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's telephone number, including area code
(203) 222-7170
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NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
At a Special Meeting of Stockholders of Terex Corporation (“Terex” or the “Company”) held on July 17, 2007, the stockholders of Terex approved the amendment of the Company’s Certificate of Incorporation to increase the number of shares of common stock that Terex is authorized to issue by 150,000,000. Terex now has 300,000,000 authorized shares of common stock.
A copy of the certificate of amendment of the Company’s Certificate of Incorporation is included as Exhibit 3.1 to this Form 8-K. A copy of a press release issued by Terex with respect to the Special Meeting of Stockholders is included as Exhibit 99.1 to this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
3.1 Certificate of Amendment of the Certificate of Incorporation of Terex Corporation filed with the State of Delaware on July 17, 2007.
99.1 Press release of Terex Corporation issued on July 17, 2007 with respect to Special Meeting of Stockholders.
SIGNATURES
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: July 17, 2007
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TEREX CORPORATION
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By:
/s/ Eric I Cohen
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Eric I Cohen
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Senior Vice President,
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Secretary and General
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Counsel
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CERTIFICATE OF AMENDMENT
OF THE AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
TEREX CORPORATION
(Under Section 242 of the General Corporation Law of Delaware)
The undersigned hereby certifies that:
FIRST:
The name of the corporation is Terex Corporation (hereinafter the “Corporation”).
SECOND: The Certificate of Incorporation of the Corporation is hereby amended by striking out section (a) of Article IV thereof and by substituting in lieu of said section (a) of Article IV the following:
(a) The aggregate number of shares of all classes of stock which the corporation shall have the authority to issue is 350,000,000, consisting of (i) 300,000,000 shares designated as Common Stock, with a par value of $0.01 per share (“Common Stock”) and (ii) 50,000,000 shares designated as Preferred Stock, with a par value of $0.01 per share (“Preferred Stock.”).
THIRD: The amendment of the Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, this certificate has been signed this 17
th
day of July and it is affirmed that the statements made herein are true under the penalties of perjury.
Terex Corporation
By: /s/ Eric I Cohen
Eric I Cohen
Senior Vice President, Secretary
and General Counsel
News Release
FOR IMMEDIATE RELEASE
Contact Information:
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Director, Global Communications
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Director, Investor Relations
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Phone: 203-222-6113
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Phone: 203-222-5943
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Email:
mbazinet@terex.com
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Email:
tgelston@terex.com
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TEREX STOCKHOLDERS AUTHORIZE ADDITIONAL SHARES OF COMMON STOCK
WESTPORT, CT, July 17, 2007 – Terex Corporation (NYSE:TEX) today announced that its stockholders have approved an amendment to the Company’s Certificate of Incorporation to increase the number of shares of common stock the Company is authorized to issue by 150,000,000. The authorization amendment was approved at a Special Meeting of Stockholders held at the Company’s headquarters.
The Company now has 300,000,000 authorized shares of common stock.
“Today’s stockholder approval provides Terex with the flexibility we may need going forward in connection with possible future stock splits, financing transactions, acquisitions of other companies or business properties, employee benefit plans and other corporate purposes,” said Ronald M. DeFeo, Chairman and Chief Executive Officer.
Terex Corporation is a diversified global manufacturer with 2006 net sales of approximately $7.6 billion. Terex operates in five business segments: Aerial Work Platforms, Construction, Cranes, Materials Processing & Mining, and Roadbuilding, Utility Products and Other. Terex manufactures a broad range of equipment for use in various industries, including the construction, infrastructure, quarrying, surface mining, shipping, transportation, refining, and utility industries. Terex offers a complete line of financial products and services to assist in the acquisition of Terex equipment through Terex Financial Services. More information on Terex can be found at
www.terex.com.
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Terex Corporation
200 Nyala Farm Road, Westport, CT 06880
