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 1934

Date of Report (Date of earliest event reported)
July 17, 2012

The Estée Lauder Companies Inc.
(Exact name of registrant as specified in its charter)

Delaware
1-14064
11-2408943
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
767 Fifth Avenue, New York, New York
 
10153
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code
212-572-4200

Not Applicable
(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):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





 
 
 

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

On July 17, 2012, in order to simplify the Restated Certificate of Incorporation, as amended (the “COI”), of The Estée Lauder Companies Inc. (the “Company”), its Board of Directors authorized the elimination from the COI of all references to the Company’s Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”) and $6.50 Cumulative Redeemable Preferred Stock (the “$6.50 Preferred Stock”).  No shares of Series A Preferred Stock or $6.50 Preferred Stock were then outstanding.  The foregoing was effected on July 17, 2012, by the filing of a Certificate of Elimination of the Series A Preferred Stock and a Certificate of Retirement of the $6.50 Preferred Stock with the Secretary of State of the State of Delaware.  Copies of these Certificates are attached hereto as Exhibits 3.1 and 3.2 and incorporated herein by reference.


ITEM 9.01
Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
 
Description
     
3.1  
Certificate of Elimination of the Series A Cumulative Redeemable Preferred Stock of The Estée Lauder Companies Inc.
 
3.2  
Certificate of Retirement of $6.50 Cumulative Redeemable Preferred Stock of The Estée Lauder Companies Inc.
     


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

 
2
 

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.

 
 
THE ESTĒE LAUDER COMPANIES INC.
 
     
     
Date:      July 18, 2012  
By:  /s/   Spencer G. Smul  
   
Spencer G. Smul
Senior Vice President, Deputy General Counsel and
Secretary
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3
 

THE ESTĒE LAUDER COMPANIES INC.

EXHIBIT INDEX


Exhibit No.
 
Description
     
3.1  
Certificate of Elimination of the Series A Cumulative Redeemable Preferred Stock of The Estée Lauder Companies Inc.
 
3.2  
Certificate of Retirement of $6.50 Cumulative Redeemable Preferred Stock of The Estée Lauder Companies Inc.
     
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4
 
 
 
EXHIBIT 3.1


CERTIFICATE OF ELIMINATION OF THE SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK OF
THE ESTÉE LAUDER COMPANIES INC.


Pursuant to Section 151(g)
of the General Corporation Law
of the State of Delaware

The Estée Lauder Companies Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, hereby certifies as follows:
 
1.   That, pursuant to Section 151 of the General Corporation Law of the State of Delaware and authority granted in the Restated Certificate of Incorporation of the Corporation, as theretofore amended, the Board of Directors of the Corporation, by resolution duly adopted, authorized the issuance of a series of three hundred fifty-nine thousand nine hundred and ninety-eight (359,998) shares of Series A Cumulative Redeemable Preferred Stock, par value $.01 per share (the "Preferred Stock"), and established the voting powers, designations, preferences and relative, participating and other rights, and the qualifications, limitations or restrictions thereof, and, on December 31, 2003, filed a Certificate of Designation with respect to such Preferred Stock in the office of the Secretary of State of the State of Delaware.
 
2.   That no shares of said Preferred Stock are outstanding and no shares thereof will be issued subject to said Certificate of Designation.
 
3.   That the Board of Directors of the Corporation has adopted the following resolutions:
 
WHEREAS, by resolution of the Board of Directors of the Corporation and by a Certificate of Designation (the "Certificate of Designation") filed in the office of the Secretary of State of the State of Delaware on December 31, 2003, the Corporation authorized the issuance of a series of three hundred fifty-nine thousand nine hundred and ninety-eight (359,998) shares of Series A Cumulative Redeemable Preferred Stock, par value $.01 per share, of the Corporation (the "Preferred Stock") and established the voting powers, designations, preferences and relative, participating and other rights, and the qualifications, limitations or restrictions thereof.
 
WHEREAS, as of the date hereof, no shares of such Preferred Stock are outstanding and no shares of such Preferred Stock will be issued subject to said Certificate of Designation; and
 

 
 
 

WHEREAS, it is desirable that all matters set forth in the Certificate of Designation with respect to such Preferred Stock be eliminated from the Restated Certificate of Incorporation, as heretofore amended, of the Corporation.
 
RESOLVED, that all matters set forth in the Certificate of Designation with respect to such Preferred Stock be eliminated from the Restated Certificate of Incorporation, as heretofore amended, of the Corporation.
 
RESOLVED, that, solely to the extent action has not been previously taken to reduce the capital of the Corporation in connection with the acquisition of the Preferred Stock, pursuant to and in accordance with Section 244(a)(1) of the General Corporation Law of the State of Delaware (the “General Corporation Law”), the capital of the Corporation is hereby reduced by an amount equal to the capital of the Corporation represented by the Preferred Stock acquired by the Corporation and it is hereby determined that the assets of the Corporation remaining after the reduction of the capital will be sufficient to pay any debts of the Corporation for which payment has not otherwise been provided.
 
RESOLVED, that the officers of the Corporation be, and hereby are, authorized and directed to file a certificate with the office of the Secretary of State of the State of Delaware setting forth a copy of these resolutions whereupon all matters set forth in the Certificate of Designation with respect to such Preferred Stock shall be eliminated from the Restated Certificate of Incorporation, as heretofore amended, of the Corporation.
 
4.   That, accordingly, all matters set forth in the Certificate of Designation with respect to the Preferred Stock be, and hereby are, eliminated from the Restated Certificate of Incorporation, as heretofore amended, of the Corporation.
 
IN WITNESS WHEREOF, The Estée Lauder Companies Inc. has caused this Certificate to be executed by its duly authorized officer this 17 th day of July, 2012.
 

 
THE ESTÉE LAUDER COMPANIES INC.
 
     
     
     
     
 
By:
/s/Spencer G. Smul
 
   
Name:
Spencer G. Smul
 
   
Office:
Senior Vice President, Deputy General Counsel and Secretary
 
 

 
 
EXHIBIT 3.2
 
 

 
CERTIFICATE OF RETIREMENT
OF
$6.50 CUMULATIVE REDEEMABLE PREFERRED STOCK
OF
THE ESTÉE LAUDER COMPANIES INC.

Pursuant to Section 243(b)
of the General Corporation Law
of the State of Delaware


The Estée Lauder Companies Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), HEREBY CERTIFIES as follows:

1.   On June 30, 1995, the Corporation authorized 3,600,000 shares of $6.50 Cumulative Redeemable Preferred Stock ("Redeemable Preferred Stock") by filing the Certificate of Amendment of Restated Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware.  All 3,600,000 shares of Redeemable Preferred Stock were issued.

2.   All 3,600,000 shares of Redeemable Preferred Stock have been redeemed or repurchased by the Corporation, and the Board of Directors of the Corporation has adopted resolutions retiring all of the shares of the Redeemable Preferred Stock so redeemed or repurchased.

3.   The terms of the Redeemable Preferred Stock prohibit their reissuance as such by providing that shares of Redeemable Preferred Stock that have been redeemed, repurchased or otherwise retired by the Corporation, shall thereupon be retired and canceled and may not be reissued as shares of Redeemable Preferred Stock.

4.   Accordingly, pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon the filing of this Certificate of Retirement, the Restated Certificate of Incorporation of the Corporation shall be amended so as to eliminate therefrom all reference to the Redeemable Preferred Stock.


[Signature Page Follows]


 
 
 



IN WITNESS WHEREOF, the Corporation has caused this Certificate of Retirement to be signed by its duly authorized officer, this 17 th day of July, 2012.


 
THE ESTÉE LAUDER COMPANIES INC.
 
     
     
     
     
 
By:
/s/Spencer G. Smul
 
   
Name:
Spencer G. Smul
 
   
Office:
Senior Vice President, Deputy General Counsel and Secretary