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): March 15, 2018
ON ASSIGNMENT, INC.
(Exact name of registrant as specified in its charter)
Delaware
 
000-20540
 
95-4023433
(State or other jurisdiction
of incorporation or organization)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
26745 Malibu Hills Road
Calabasas, CA 91301
(Address, including zip code, of Principal Executive Offices)
Registrant’s telephone number, including area code: (818) 878-7900
(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))

 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company o
 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
 
 







Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 15, 2018, On Assignment, Inc., a Delaware corporation (the “Company”) filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to change the Company’s name to “ASGN Incorporated” effective as of 12:02 a.m. Eastern Time on April 2, 2018. The Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated by reference to this Item 5.03.
Item 8.01. Other Events.
In connection with the name change, a new CUSIP number was assigned to the Company’s common stock, $0.01 par value per share (the “Common Stock”). The new CUSIP number for the Common Stock is 00191U 102 and the Common Stock continues to trade on the New York Stock Exchange under the symbol “ASGN.” The Company anticipates that trading under the new name and CUSIP number will begin at the opening of trading on April 2, 2018.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The information set forth in the Exhibit Index that follows is incorporated into this Item 9.01 by reference.
EXHIBIT INDEX
Exhibit No.
 
Exhibit
 










SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
ON ASSIGNMENT, INC.
 
 
 
Date: March 15, 2018
By:
/s/ Jennifer Hankes Painter
 
 
Jennifer Hankes Painter
 
 
SVP, Chief Legal Officer and Secretary
 
 
 






Exhibit 3.1

CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
ON ASSIGNMENT, INC.,


On Assignment, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, hereby certifies as follows:

FIRST: This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s Amended and Restated Certificate of Incorporation filed with the Secretary of State of Delaware on June 23, 2014 (the “Certificate of Incorporation”).

SECOND: The Board of Directors of the Corporation duly adopted a resolution setting forth and declaring advisable the amendment of Article I of the Certificate of Incorporation so that, as amended, such Article shall read as follows:

“The name of this Corporation is ASGN Incorporated.”

THIRD: The foregoing amendment to the Certificate of Incorporation was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

FOURTH: This Certificate of Amendment shall become effective as of 12:02 a.m. Eastern Time on April 2, 2018.

FIFTH: All other provisions of the Certificate of Incorporation, as currently on file with the Secretary of State of Delaware, shall remain in full force and effect.


[ Signature page follows ]




IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its undersigned duly authorized officer, this 15th day of March, 2018.

By:
/s/ Jennifer Hankes Painter
 
Name: Jennifer Hankes Painter
Title: SVP, Chief Legal Officer and Secretary