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)   December 13, 2013

AT&T INC.
(Exact Name of Registrant as Specified in Charter)


Delaware
1-8610
43-1301883
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)

                       208 S. Akard St., Dallas, Texas
75202
                        (Address of Principal Executive Offices)
(Zip Code)

Registrant’s telephone number, including area code (210) 821-4105


__________________________________
(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 (see General Instruction A.2. below):

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 3.02
Unregistered Sales of Equity Securities

On December 13, 2013, AT&T Inc. issued a total of 119,779,923 shares of common stock, par value $1.00 per share, to three of its wholly owned subsidiaries under Section 4(a)(2) of the Securities Act of 1933. The shares were issued in redemption of the outstanding shares of Perpetual Cumulative Preferred Stock held by the subsidiaries, in accordance with the terms of the Certificate of Designations of the Perpetual Cumulative Preferred Stock.

Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 13, 2013, following the redemption disclosed under Item 3.02 of this report, AT&T Inc. filed a Certificate of Elimination with the Secretary of State of the State of Delaware to eliminate the Certificate of Designations of the Perpetual Cumulative Preferred Stock from its Restated Certificate of Incorporation. Thereafter, AT&T filed with the Secretary of State of the State of Delaware a Restated Certificate of Incorporation. A copy of the Restated Certificate of Incorporation is filed herewith as Exhibit 3.1.

 
Item 9.01       Financial Statements and Exhibits

(d)           Exhibits

3.1           Restated Certificate of Incorporation

 
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.
 

 
 
AT&T INC.
   
   
   
Date:  December 16, 2013
By:   /s/ Paul W. Stephens
Paul W. Stephens
Senior Vice President and Controller
 
 
   


 

RESTATED CERTIFICATE OF INCORPORATION

OF

AT&T INC.


AT&T INC. , a Corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:
1.  The name of the corporation is AT&T Inc., and the name under which the corporation was originally incorporated was Southwestern Bell Corporation.  The date of filing of its original Certificate of Incorporation with the Secretary of State was October 5, 1983.
2.  This Restated Certificate of Incorporation only restates and integrates and does not further amend the provisions of the Restated Certificate of Incorporation of this corporation as heretofore amended or supplemented and there is no discrepancy between those provisions and the provisions of this Restated Certificate of Incorporation.
3.  The text of the Restated Certificate of Incorporation as amended or supplemented heretofore is hereby restated without further amendments or changes to read as herein set forth in full.
4.  This Restated Certificate of Incorporation was duly adopted by the Board of Directors on December 13, 2013, in accordance with Section 245 of the General Corporation Law of the State of Delaware.

 
 
 

ARTICLE ONE

The name of the corporation is AT&T Inc.

ARTICLE TWO

The address of the registered office of the corporation in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle.  The name of the registered agent of the corporation at such address is The Corporation Trust Company.

ARTICLE THREE

The purpose of the corporation is to engage in any business, lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE FOUR

The corporation shall have perpetual existence.

ARTICLE FIVE

The aggregate number of shares which the corporation is authorized to issue is 14,010,000,000 shares, consisting of 14,000,000,000 common shares having a par value of $1 per share and 10,000,000 preferred shares having a par value of $1 per share.

The preferred shares may be issued from time to time in one or more series.  The Board of Directors is authorized to establish by resolution the number of preferred shares in each series, the designation thereof, the powers, preferences, and rights and the qualifications, limitations or restrictions of each series and the variations, if any, as between each series.

No holder of any class or series of shares shall have any preemptive right to purchase any additional issue of shares of the corporation of any class or series or any security convertible into any class or series of shares.

ARTICLE SIX

The business and affairs of the corporation shall be under direction of a Board of Directors.  The number of directors, their terms and the manner of their election shall be fixed by the Bylaws of the corporation.  The directors need not be elected by written ballot unless required by the Bylaws of the corporation.

No director of this corporation shall be liable to this corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability 1) for any breach of the director’s duty of loyalty to the corporation or its stockholders; 2) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law; 3) under Section 174 of the Delaware General Corporation Law; or 4) for any transaction from which a director derived an improper benefit.

ARTICLE SEVEN

The Board of Directors is expressly authorized to adopt, amend or repeal the Bylaws of the corporation.

ARTICLE EIGHT

Notwithstanding any other provisions of this Certificate of Incorporation or the Bylaws of the corporation, no action which is required to be taken or which may be taken at any annual or special meeting of stockholders of the corporation may be taken by written consent without a meeting, except where such consent is signed by stockholders representing at least two-thirds of the total number of shares of stock of the corporation then outstanding and entitled to vote thereon.

ARTICLE NINE

The corporation reserves the right to amend and repeal any provision contained in this Certificate of Incorporation in the manner prescribed by the laws of the State of Delaware.  All rights herein conferred are granted subject to this reservation.


IN WITNESS WHEREOF , said AT&T Inc. has caused this Restated Certificate of Incorporation to be signed by Randall L. Stephenson, its Chairman, Chief Executive Officer and President, and attested by Ann E. Meuleman, its Senior Vice President and Secretary, this 13 th day of December 2013.
 
AT&T INC.



(seal)                                                            By:        /s/ Randall L. Stephenson                                                                            
          Randall L. Stephenson
             Chairman, Chief Executive Officer and President



Attest:               /s/ Ann E. Meuleman                                                                            
     Ann E. Meuleman
     Senior Vice President and Secretary