Item 3.02 Unregistered Sales of Equity Securities.
DSW Inc. (the “Company”) distributed approximately 45,196,032 Class A Common Shares, without par value, as a result of a two-for-one forward stock split of the Company’s outstanding common shares effective November 2, 2013, as further described below. The stock split is exempt from registration pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended. The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference.
Item 3.03 Material Modification to Rights of Security Holders.
On November 2, 2013, DSW Inc. (the “Company”) amended its amended and restated articles of incorporation by certificate of amendment (the “Certificate of Amendment”) filed with the Secretary of State of the State of Ohio in order to (i) effect a two-for-one forward stock split of the Company’s common shares where each outstanding Class A Common Share was split into two Class A Common Shares, and each outstanding Class B Common Share, without par value, was split into one Class A Common Share and One Class B Common Share, and (ii) increase the number of authorized Class A Common Shares from 170,000,000 to 250,000,000, and to correspondingly increase the number of shares which the Company is authorized to have outstanding from 370,000,000 to 450,000,000. The issuance of Class A Common Shares to all holders of common shares diluted the voting power of Class B Common Shares because more Class A Common Shares, which entitle holders to one vote per share, are outstanding on a post-split basis relative to Class B Common Shares, which entitle holders to eight votes per share. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated by reference.
