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): February 27, 2015
VISA INC.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-33977 | 26-0267673 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
||
|
P.O. Box 8999 San Francisco, California |
94128-8999 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (650) 432-3200
N/A
(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 (see General Instructions 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)) |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 28, 2015 at its Annual Stockholders’ Meeting, the stockholders of Visa Inc. (the “Company”) approved amendments to the Company’s Fifth Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to, among other things, provide the Company the ability to effect a stock split in the future in a manner that would preserve the relative ownership percentages of its stockholders. To effect the amendments, on the same day, the Company filed a certificate of amendment (the “Certificate of Amendment”) to the Certificate of Incorporation with the Secretary of State of the State of Delaware and subsequently filed a restatement of the Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Restated Certificate of Incorporation”).
On February 27, 2015, the Company filed with the Secretary of State of the State of Delaware a certificate of correction (the “Certificate of Correction”) of its Restated Certificate of Incorporation correcting the inadvertent omission of a reference to the applicable conversion rate in Section 4.11 of Article IV thereof. The Certificate of Correction became effective upon filing.
A copy of the Certificate of Correction, as filed with the Secretary of State of the State of Delaware on February 27, 2015, is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits .
(d) Exhibits
3.1 Certificate of Correction of the Certificate of Incorporation of Visa Inc.
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.
Date: February 27, 2015
| VISA INC. | ||
| By: | /s/ Charles W. Scharf | |
| Charles W. Scharf | ||
| Chief Executive Officer | ||
EXHIBIT INDEX
|
Exhibit Number |
Description |
|
| 3.1 | Certificate of Correction of the Certificate of Incorporation of Visa Inc. | |
Exhibit 3.1
CERTIFICATE OF CORRECTION
OF
CERTIFICATE OF INCORPORATION
OF
VISA INC.
Visa Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:
FIRST: The name of the Corporation is Visa Inc.
SECOND: On January 28, 2015, the Corporation filed with the Secretary of State of the State of Delaware its Sixth Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), which instrument requires correction as permitted by subsection (f) of Section 103 of the General Corporation Law of the State of Delaware.
THIRD: The inaccuracy or defect of the Certificate of Incorporation to be corrected hereby is that Section 4.11 of Article IV thereof inadvertently omitted a reference to the Applicable Conversion Rate in describing the conversion of Class A Common Stock to Class C Common Stock.
FOURTH: The Certificate of Incorporation is hereby corrected such that the first sentence of Section 4.11 of Article IV shall read in its entirety as follows:
“In the event that, at any time after March 25, 2008, any Visa Member or Similar Person shall acquire any shares of Class A Common Stock, each such share shall, automatically and without further action on the part of the Corporation or any holder of Class A Common Stock, be converted into shares of Class C Common Stock based upon the inverse of the Applicable Conversion Rate in effect for shares of Class C Common Stock on the date of such conversion; provided , however , that the provisions of this Section 4.11 and such automatic conversion shall not apply with respect to any shares of Class A Common Stock acquired by a Visa Member other than shares of Class A Common Stock acquired by such Visa Member for its own account as a principal investor or for the account of an Affiliate of such Visa Member that is acting as a principal investor.”
FIFTH: All other provisions of the Certificate of Incorporation remain unchanged.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the undersigned has caused this Certificate of Correction to be executed by its duly authorized officer on this 27th day of February, 2015.
| VISA INC. | ||||
| By: | /s/ | Kelly Mahon Tullier | ||
| Name: | Kelly Mahon Tullier | |||
| Title: | Corporate Secretary | |||