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):
September 21,
2007
JACK
IN
THE BOX INC.
(Exact
name of registrant as specified in its charter)
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DELAWARE
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1-9390
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95-2698708
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer Identification Number)
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9330
BALBOA AVENUE, SAN DIEGO, CA
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92123
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(Address
of principal executive offices)
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(Zip
Code)
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(858)
571-2121
(Registrant’s
telephone number, including area code)
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K 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))
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ITEM
5.03.
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AMENDMENTS
TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
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On
September 21, 2007, at a special meeting of the stockholders, the stockholders
of Jack in the Box Inc. approved an amendment of Jack in the Box Inc.’s
Certificate of Incorporation, effective immediately, for the purpose of amending
Section A of Article VII in order to increase the total number of shares which
the Corporation shall have the authority to issue from 90,000,000 to 190,000,000
by increasing the total number of shares of common stock which the Corporation
shall have the authority to issue from 75,000,000 to 175,000,000. The
Certificate of Amendment to the Restated Articles of Incorporation is attached
as Exhibit 3.1.
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ITEM
9.01.
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FINANCIAL
STATEMENTS AND EXHIBITS
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(C)
EXHIBITS
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The
following exhibit is filed as part of this report:
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Exhibit
No.
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Description
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Certificate
of Amendment to Restated Articles of Incorporation of
Jack
in the Box Inc., filed September 21, 2007, with the State of
Delaware
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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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JACK
IN THE BOX INC.
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/s/
Jerry
P. Rebel
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Jerry
P. Rebel
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Executive
Vice President
Chief
Financial Officer
(Principal
Financial Officer)
(Duly
Authorized Signatory)
Date:
September 24, 2007
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I
harriet smith windsor secretary of state of the state of Delaware do hereby
certify the attached is a true and correct copy of the certificate of amendment
of jack in the box inc. filed in this office on the twenty-first day of
September, ad 2007 at 6:46 o’clock pm.A filed copy of this certificate has been
forwarded to the new castle county recorder of deeds. Harriet smith Windsor,
secretary of state authentication: 6020108 date: 09-21-07
State
of delaware secretary of state division of corporations delivered 07:11 PM
09/21/2007 Filed 06:46 PM 09/21/2007 SRV 071042279 – 0773942 FILE Certificate of
amendment Of restated certificate of incorporation of jack in the inc., a
Delaware corporation Jack in the box inc., a corporation organized and existing
under and by virtue of the laws of state of Delaware (the “corporation”)
pursuant to the provisions of the general corporation law of state of Delaware
(the DGCL) does hereby certify that: 1: article VI, section A of the
corporation’s amended and restated certificate of incorporation (the certificate
of incorporation) is hereby amended and restated in its entirety as follows:
A.
the total number of shares which the corporation shall have authority to
issue
is one hundred ninety million (190,000,000) shares, consisting of one hundred
seventy-five million (175,000,000) shares of common stock, par value $.01
per
share (the common stock), and fifteen million (15,000,000) shares of preferred
stock, par value $.01 per share (the preferred stock). 2. the foregoing
amendment to the certificate of incorporation has been duly adopted by the
corporation’s board of directors and stockholders in accordance with the
provisions of sections 242 and 228 of the general corporation law of the
state
of Delaware. 3. this amendment to the corporation’s amended and restated
certificate of incorporation 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. In witness whereof, jack in the box inc. has caused this certificate
of amendment to be signed by the undersigned, thereunto duly appointed, this
21st day of September, 2007. Jack in the box inc. name: paul l. Schultz title:
president & chief operating officer
