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 1, 2011
lululemon athletica inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33608 | 20-3842867 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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1818 Cornwall Avenue
Vancouver, British Columbia Canada |
V6J 1C7 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (604) 732-6124
| (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))
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Item 5.03 Amendments to Articles of Incorporation or Bylaws.
On July 1, 2011, lululemon athletica inc. (the “Company”) filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the State of Delaware, Division of Corporations, in order to (i) effect a two-for-one forward stock split of the Company’s Common Stock and Special Voting Stock, (ii) increase the number of authorized shares of the Company’s Common Stock from 200,000,000 to 400,000,000 and to reduce the par value of the Common Stock from $0.01 to $0.005 per share, and (iii) increase the number of authorized shares of the Company’s Special Voting Stock from 30,000,000 to 60,000,000 and to reduce the par value of the Special Voting Stock from $0.00001 to $0.000005 per share. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
Certificate of Amendment to Amended and Restated Certificate of
Incorporation of lululemon athletica inc., filed with the State
of Delaware, Division of Corporations, on July 1, 2011.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
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lululemon athletica inc.
/s/
John E. Currie
John E. Currie
Chief Financial Officer
CERTIFICATE OF AMENDMENT TO
AMENDED AND RESTATED
LULULEMON ATHLETICA INC.
lululemon athletica inc. (the “ Corporation ”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (“ DGCL ”), does hereby certify as follows:
1. The present name of the Corporation is lululemon athletica inc. The Corporation was originally incorporated in the State of Delaware on November 21, 2005 under the name of Lulu Holding Inc.
2. ARTICLE IV, Section 4.1, of the Corporation’s Amended and Restated Certificate of Incorporation presently reads as follows:
“ Total Authorized Capital . The total number of shares of capital stock which the Corporation shall have authority to issue is Two Hundred Thirty Five Million (235,000,000) shares, consisting of: (a) Two Hundred Million (200,000,000) shares of common stock, par value $0.01 per share (the “ Common Stock ”), (b) Thirty Million (30,000,000) shares of special voting stock, par value $0.00001 per share (the “ Special Voting Stock ”), as provided in Article VI, and (c) Five Million (5,000,000) shares of preferred stock, par value $0.01 per share (the “ Preferred Stock ”). The Common Stock, Special Voting Stock and Preferred Stock shall have the rights, preferences and limitations set forth below.”
and is hereby amended and restated in its entirety to read as follows:
“ Total Authorized Capital . The total number of shares of capital stock which the Corporation shall have authority to issue is Four Hundred Sixty-Five Million (465,000,000) shares, consisting of: (a) Four Hundred Million (400,000,000) shares of common stock, par value $0.005 per share (the “ Common Stock ”), (b) Sixty Million (60,000,000) shares of special voting stock, par value $0.00005 per share (the “ Special Voting Stock ”), as provided in Article VI, and (c) Five Million (5,000,000) shares of preferred stock, par value $0.01 per share (the “ Preferred Stock ”). The Common Stock, Special Voting Stock and Preferred Stock shall have the rights, preferences and limitations set forth below.
Effective upon the filing date of this Certificate of Amendment to Amended and Restated Certificate of Incorporation, (i) every one (1) outstanding share of Common Stock shall be split into two (2) shares of fully paid and non-assessable Common Stock and (ii) every one (1) outstanding share of Special Voting Stock shall be split into two (2) shares of fully paid and non-assessable Special Voting Stock (the “ Stock Split ”). The Stock Split shall occur without any further action on the part of the Corporation or the holders of the Common Stock or Special Voting Stock and whether or not certificates representing such holders’ shares prior to the Stock Split are surrendered for cancellation. The Corporation shall not be obliged to issue certificates evidencing the shares of Common Stock or Special Voting Stock outstanding as a result of the Stock Split unless and until the certificates evidencing the shares held by a holder prior to the Stock Split are either delivered to the Corporation or its transfer agent, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates.”
3. The foregoing amendment has been duly approved by the Board of Directors of the Corporation in accordance with the provisions of Section 141 and 242 of the DGCL.
4. The foregoing amendment has been duly approved by the written consent of the stockholders in accordance with Sections 228 and 242 of the DGCL and the Corporation’s Amended and Restated Certificate of Incorporation.
5. The foregoing amendment shall be effective on and as of the date of filing of this Certificate of Amendment with the Secretary of State of the State of Delaware.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to Amended and Restated Certificate of Incorporation to be signed by Christine M. Day, Chief Executive Officer, this 1st day of July, 2011.
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lululemon athletica inc.
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By: | /s/ Christine M. Day | |||
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Name:
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Christine M. Day
Chief Executive Officer |
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