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) May 19, 2006
(May 16, 2006)

POOL CORPORATION
(Exact name of registrant as specified in its charter)

  Delaware 0-26640 36-3943363  
  (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)  

109 Northpark Boulevard, Covington, Louisiana      70433-5001
    (Address of Principal Executive Offices)                  (Zip Code)

Registrant’s telephone number, including area code       (985) 892-5521

SCP POOL CORPORATION
(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:

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

Effective May 16, 2006, SCP Pool Corporation, a Delaware corporation (the “Company”) changed its corporate name to “Pool Corporation.”  The Company effected the corporate name change by filing a Certificate of Ownership and Merger with the Secretary of State of the State of Delaware, pursuant to which SCP Pools Inc., a Delaware corporation and wholly owned subsidiary of the Company, merged with and into the Company (the “Merger”).  The Company is the surviving corporation and the only effect of the Merger was to change the corporate name of “SCP Pool Corporation” to “Pool Corporation.”  As permitted under Section 253 of the Delaware General Corporation Law, the Certificate of Ownership and Merger amended the Company’s Restated Certificate of Incorporation to reflect the change in the corporate name.  In addition, as a result of the corporate name change, the Company revised its specimen common stock certificate, a copy of which is filed herewith as Exhibit 4.1.

A copy of the Certificate of Ownership and Merger is filed herewith as Exhibit 3.1.

The Restated Certificate of Incorporation will be filed with the Company's Form 10-Q for the quarter ending June 30, 2006.

Item 9.01 Financial Statements and Exhibits.

      (d) Exhibits

  3.1 Certificate of Ownership and Merger
  4.1 Specimen common stock certificate of the Company


  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.

  POOL CORPORATION  
     
  By:        /s/ Mark W. Joslin  
             Mark W. Joslin  
             Vice President and Chief Financial Officer  

Dated: May 19, 2006

 


 

 

 

 

EXHIBIT 3.1



CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
SCP POOLS INC.
INTO
SCP POOL CORPORATION
(Pursuant to Section 253 of the General Corporation Law of Delaware)

        SCP Pool Corporation, a corporation organized and existing under the laws of Delaware (the “Corporation”), does hereby certify:

        FIRST: That the Corporation is incorporated pursuant to the Delaware General Corporation Law.

        SECOND: That the Corporation owns all of the outstanding shares of each class of stock of SCP POOLS INC., a Delaware corporation.

        THIRD: That the Corporation, by the following resolutions of its Board of Directors, duly adopted on May 9, 2006, determined to merge into itself said SCP POOLS INC., on the conditions set forth in such resolutions:

               RESOLVED, that the merger of SCP POOLS INC., with and into SCP Pool Corporation be, and it hereby is, approved (the “Merger”) and the Corporation hereby assumes all of the liabilities and obligations of SCP POOLS INC.;

               RESOLVED FURTHER, that said Merger shall become effective upon the filing of a Certificate of Ownership and Merger with the Secretary of State of the State of Delaware or at such later time set forth therein;

               RESOLVED FURTHER, that upon effectiveness of said Merger, the name of the Corporation shall be changed to Pool Corporation and Article One of the Restated Certificate of Incorporation of the Corporation shall be amended to read as follows:

“ARTICLE ONE

        The name of the Corporation is Pool Corporation.”

               RESOLVED FURTHER, that the proper officers of the Corporation be, and they hereby are, directed to make and execute a Certificate of Ownership and Merger setting forth a copy of the resolutions to so merge SCP POOLS INC. into the Corporation and to assume its obligations, and to so change the name of the Corporation, and the date of adoption thereof, and to cause the same to be filed with the Secretary of State of the State of Delaware and to do all acts and things whatsoever, whether within or without the State of Delaware, which may be necessary or proper to effect said Merger and change of name.

        FOURTH: The Corporation is the surviving corporation.

        FIFTH: The Merger shall be effective upon the filing of this Certificate with the Secretary of State of the State of Delaware.

        In Witness Whereof, the Corporation has caused this certificate to be signed by its duly authorized officer, this 16th day of May, 2006.


  SCP POOL CORPORATION  
     
  By:        /s/ Jennifer M. Neil  
              Jennifer M. Neil  
              Secretary  

 


 

 

 

 


EXHIBIT 4.1