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)
December 4, 2017 (December 1, 2017)
Commission File No. 001-33378
DISCOVER FINANCIAL SERVICES
(Exact name of registrant as specified in its charter)
| Delaware | 36-2517428 | |
|
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
|
| 2500 Lake Cook Road, Riverwoods, Illinois | 60015 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Registrant’s telephone number, including area code:
(224) 405-0900
(Former name, former address and former fiscal year, if changed since last report)
(Not applicable)
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):
| ☐ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company 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).
Emerging growth company ☐
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. ☐
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On December 1, 2017, Discover Financial Services, a Delaware corporation (the “Company”), filed a Certificate of Elimination with the Secretary of State of the State of Delaware to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) which, effective upon filing, eliminated all references to the Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series B, of the Company (the “Series B Preferred Stock”). The Series B Preferred Stock resumed the status of authorized but unissued shares of the preferred stock of the Company following the filing referenced above, a copy of which is attached hereto as Exhibit 3.1.
| Item 8.01 | Other Events |
On December 1, 2017, the Company completed its previously announced redemption of the issued and outstanding Series B Preferred Stock and the related issued and outstanding depositary shares, each representing 1/40th interest in a share of the Series B Preferred Stock.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
|
Exhibit No. |
Description of Exhibit |
|
| 3.1 | Certificate of Elimination of the Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series B, dated December 1, 2017 | |
EXHIBIT LIST
|
Exhibit
|
Description of Exhibit |
|
| 3.1 | Certificate of Elimination of the Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series B, dated December 1, 2017 | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| DISCOVER FINANCIAL SERVICES | ||||||
| Dated: December 4, 2017 | ||||||
| By: |
/s/ D. Christopher Greene |
|||||
| Name: | D. Christopher Greene | |||||
| Title: | Vice President, Deputy General Counsel and Assistant Secretary | |||||
Exhibit 3.1
CERTIFICATE OF ELIMINATION
OF THE
FIXED RATE NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES B
($1,000.00 Liquidation Preference)
OF DISCOVER FINANCIAL SERVICES
(Pursuant to Section 151(g) of the
General Corporation Law of the State of Delaware)
Discover Financial Services, a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “ Corporation ”), certifies as follows:
FIRST: The Corporation’s Amended and Restated Certificate of Incorporation authorizes the issuance of 575,000 shares of a series of Preferred Stock designated Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series B, par value $0.01 per share, with a liquidation preference of $1,000 per share (the “ Series B Preferred Stock ”).
SECOND: Pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware (the “ DGCL ”), the Preferred Stock Financing Committee of the Board of Directors of the Corporation adopted the following resolutions:
RESOLVED FURTHER, that, upon redemption and retirement of the Series B Preferred Stock in accordance with the foregoing resolutions, none of the authorized shares of such Series B Preferred Stock will be outstanding and no shares of such series thereafter will be issued; and
RESOLVED FURTHER, that any officer of the Corporation is authorized and directed to execute a Certificate of Elimination as provided by Section 151(g) of the DGCL in accordance with Section 103 of the DGCL, substantially in the form attached as Exhibit A, with such changes therein as the officer executing the same may approve and as are permitted by the DGCL to be made by such officer, such approval to be conclusively evidenced by such officer’s execution of such Certificate of Elimination, and to file the same forthwith in the Office of the Secretary of State of the State of Delaware, and, when such Certificate of Elimination becomes effective, all references to the Series B Preferred Stock in the Certificate of Incorporation shall be eliminated and the shares of Series B Preferred Stock so redeemed and retired shall resume the status of authorized and unissued shares of Preferred Stock of the Corporation, without designation as to series.
THIRD: Pursuant to the provisions of Section 151(g) of the DGCL, all references to Series B Preferred Stock in the Amended and Restated Certificate of Incorporation of the Corporation hereby are eliminated, and the shares that were designated to such series hereby are returned to the status of authorized but unissued shares of the Preferred Stock of the Corporation, without designation as to series.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by Timothy Schmidt, its Senior Vice President and Treasurer, this 1st day of December, 2017.
| DISCOVER FINANCIAL SERVICES | ||
| By: |
/s/ Timothy Schmidt |
|
| Name: | Timothy Schmidt | |
| Title: | Senior Vice President and Treasurer | |