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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
November 28, 2018
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The Walt Disney Company
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation)
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1-11605
(Commission File Number)
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95-4545390
(IRS Employer Identification No.)
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500 South Buena Vista Street
Burbank, California 91521
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (818) 560-1000
Not applicable
(Former name or address, if changed since last report)
Indicate by check mark whether the registrant is an emerging growth company as defined in 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).
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Emerging growth company
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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.
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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; Change in Fiscal Year
On November 28, 2018, The Walt Disney Company (the “Company”) filed a Certificate of Elimination with the Secretary of State of the State of Delaware with respect to the Company’s Series B Convertible Preferred Stock (the “Series B Convertible Preferred Stock”) which, effective upon filing, eliminated from the Company’s Restated Certificate of Incorporation all matters set forth in the Certificate of Designation for the Series B Convertible Preferred Stock.
A copy of the Certificate of Elimination with respect to the Company’s Series B Convertible Preferred Stock is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit No.
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Description of Exhibit
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3.1
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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.
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The Walt Disney Company
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By:
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/s/ Roger J. Patterson
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Roger J. Patterson
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Associate General Counsel and Assistant Secretary
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Registered In-House Counsel
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Dated: November 30, 2018
CERTIFICATE OF ELIMINATION
OF
SERIES B CONVERTIBLE PREFERRED STOCK
OF
THE WALT DISNEY COMPANY
(Pursuant to Section 151 of the General Corporation Law of the State of Delaware)
THE WALT DISNEY COMPANY, a corporation organized and existing under the laws of the State of Delaware (the “
Company
”), certifies as follows:
First
: By a Certificate of Designation filed with the Secretary of State of the State of Delaware on March 8, 2018 (the “Certificate of Designation”), the Company authorized the issuance of a series of preferred stock consisting of 40,000 shares, par value $0.01 per share, designated as the Series B Convertible Preferred Stock (the “
Series B Convertible Preferred Stock
”), and established the designations and the voting and other powers, preferences and the relative participating, optional or other rights and the qualifications, limitations and restrictions thereof.
Second
: None of the authorized shares of Series B Convertible Preferred Stock are outstanding and none will be issued.
Third
: Pursuant to Section 151 of the General Corporation Law of the State of Delaware (the “
DGCL
”) and the authority vested in the Board of Directors by the Restated Certificate of Incorporation, the Board of Directors adopted the following resolutions approving the elimination of the Series B Convertible Preferred Stock, as set forth herein:
RESOLVED, that none of the authorized shares of Series B Convertible Preferred Stock are outstanding and none will be issued;
FURTHER RESOLVED, that the officers of the Company be, and each of them individually hereby is, authorized, directed and empowered, for and on behalf of the Company, to file a certificate (the “
Certificate of Elimination
”) setting forth this resolution with the Secretary of State of the State of Delaware pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware for the purpose of eliminating from the Restated Certificate of Incorporation of the Company all reference to the Series B Convertible Preferred Stock;
FURTHER RESOLVED, that the officers of the Company be, and each of them individually hereby is, authorized, directed and empowered, for and on behalf of the Company, to take all such further actions to prepare, execute and file the Certificate of Elimination reflecting the resolutions herein adopted with Secretary of State of the State of Delaware, to pay any related fees and to execute such documents, as they (or any of them) may deem necessary, appropriate or advisable to effect the filing of the Certificate of Elimination with the Secretary of State of the State of Delaware and to effect the elimination of the Series B Convertible Preferred Stock from the Company’s Restated Certificate of Incorporation; and
FURTHER RESOLVED, that any and all actions taken by the officers of the Company prior to the adoption of the foregoing resolutions intended to carry out the intent or accomplish the purposes of the foregoing resolutions are hereby ratified, confirmed, approved and adopted as the acts and deeds of the Company in all respects.
Fourth
: Pursuant to the provisions of Section 151(g) of the DGCL, all references to the Series B Convertible Preferred Stock in the Restated Certificate of Incorporation are hereby eliminated, and the shares that were designated to such series are hereby returned to the status of authorized but unissued shares of preferred stock of the Company.
[
Signature Page Follows
]
IN WITNESS WHEREOF, the Company has caused this Certificate of Elimination to be executed by its duly authorized officer as of this 28th day of November, 2018.
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THE WALT DISNEY COMPANY
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By:
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/s/ Roger J. Patterson
________________
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Name:
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Roger J. Patterson
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Title:
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Associate General Counsel and Assistant Secretary
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Registered In-House Counsel
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Date: November 28, 2018