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): February 1, 2005
Maryland 1-16153 52-2242751 -------------- --------- ------------ (State of (Commission File Number) (IRS Employer Incorporation) Identification No.) |
516 West 34th Street, New York, NY 10001
(Address of principal executive offices) (Zip Code)
(212) 594-1850
(Registrant's telephone number, including area code)
Item 5.03: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 1, 2005, Coach, Inc. (the "Company") filed with the Secretary of State of the State of Maryland Articles of Amendment to the Company's corporate charter. Pursuant to these Articles of Amendment, the Company increased the number of shares of its common stock authorized for issuance from 500,000,000 shares to 1,000,000,000 shares, in connection with a two-for-one split of the Company's common stock approved by the Company's Board of Directors on January 24, 2005. The stock split will become effective on April 4, 2005 for holders of record of the Company's common stock as of March 21, 2005.
Item 9.01: Financial Statements and Exhibits.
(c) Exhibits. The following exhibit is being furnished herewith:
99.1 Articles of Amendment, dated February 1, 2005
SIGNATURE
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.
Dated: February 2, 2005
COACH, INC.
By: /s/ Carole P. Sadler
-----------------------
Carole P. Sadler
Senior Vice President, General Counsel
and Secretary
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EXHIBIT INDEX
99.1 Articles of Amendment, dated February 1, 2005
COACH, INC.
Coach, Inc., a Maryland corporation (the "Corporation"), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The charter of the Corporation (the "Charter") as currently in effect is hereby amended by deleting therefrom in its entirety existing Section 6.1 of Article VI, and inserting in lieu thereof, the following new Section 6.1 of Article VI:
Section 6.1 Authorized Shares. The Corporation has authority to issue 1,000,000,000 shares of Common Stock, $.01 par value per share ("Common Stock"), and 25,000,000 shares of Preferred Stock, $.01 par value per share ("Preferred Stock"). The aggregate par value of all authorized shares of stock having par value is $10,250,000. If shares of one class of stock are classified or reclassified into shares of another class of stock pursuant to this Article VI, the number of authorized shares of the former class shall be automatically decreased and the number of shares of the latter class shall be automatically increased, in each case by the number of shares so classified or reclassified, so that the aggregate number of shares of stock of all classes that the Corporation has authority to issue shall not be more than the total number of shares of stock set forth in the first sentence of this paragraph. The Board of Directors, without any action by the stockholders of the Corporation, may amend the charter to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Corporation has authority to issue.
SECOND: The foregoing amendment to the Charter of the Corporation was duly approved by the Board of Directors of the Corporation, all in accordance with applicable sections of the Maryland General Corporation Law and the Charter and Bylaws of the Corporation. No approval by the stockholders of the Corporation is required by the Maryland General Corporation Law or the Charter and Bylaws of the Corporation.
THIRD: The total number of shares of stock which the Corporation had authority to issue immediately prior to this amendment was 525,000,000 shares, of which 500,000,000 shares were shares of Common Stock and 25,000,000 were shares of Preferred Stock. The aggregate par value of all shares of stock having par value was $5,250,000.
FOURTH: The total number of shares of stock which the Corporation has authority to issue pursuant to the foregoing amendment is 1,025,000,000 shares, of which 1,000,000,000 shares are shares of Common Stock and 25,000,000 shares are shares of Preferred Stock. The aggregate par value of all authorized shares of stock having par value is $10,250,000.
FIFTH: The undersigned Chief Executive Officer of the Corporation acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned Chief Executive Officer acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed under seal in its name and on its behalf by its Chief Executive Officer, and attested to by its Secretary, on this 1st day of February, 2005.
COACH, INC.
By: /s/ Lew Frankfort (SEAL)
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Lew Frankfort
Chief Executive Officer
Attest:
By: /s/ Carole P. Sadler
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Carole P. Sadler
Secretary
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