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 15, 2019
POSTHOLDINGSLOGOA11.JPG
Post Holdings, Inc.
(Exact name of registrant as specified in its charter)
Missouri
1-35305
45-3355106
(State or other jurisdiction of
incorporation)
(Commission File
Number)
(IRS Employer Identification
No.)
2503 S. Hanley Road
St. Louis, Missouri 63144
(Address, including Zip Code, of principal executive offices)
Registrant’s telephone number, including area code: (314) 644-7600
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:
¨     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.

Effective February 19, 2019, Post Holdings, Inc. (the “Company”) amended its Amended and Restated Articles of Incorporation, as amended (the “Articles of Incorporation”), by filing with the Missouri Secretary of State an Amendment of Certificate of Designation, Preferences and Rights of 2.5% Series C Cumulative Perpetual Convertible Preferred Stock of Post Holdings, Inc. (the “Amendment”). The Amendment terminates the Certificate of Designation, Preferences and Rights of 2.5% Series C Cumulative Perpetual Convertible Preferred Stock of Post Holdings, Inc., which was made a part of the Articles of Incorporation when filed with the Missouri Secretary of State on December 12, 2013. The Amendment is filed herewith as Exhibit 4.1 and is incorporated herein by reference.

Item 8.01.     Other Events.

On February 15, 2019, the Company completed the previously announced redemption of its 2.5% Series C Cumulative Perpetual Convertible Preferred Stock (the “Series C Preferred Stock”). Of the 3,198,711 shares of Series C Preferred Stock outstanding as of January 8, 2019, 3,197,940 shares of Series C Preferred Stock were converted into 5,908,744 shares of the Company’s common stock pursuant to the conversion rights applicable to the Series C Preferred Stock and the remaining 771 shares of Series C Preferred Stock were redeemed for a total of $77,100.

As of the filing of this report, no shares of Series C Preferred Stock remain outstanding.

Item 9.01.     Financial Statements and Exhibits.

(d) Exhibits
Exhibit No.
Description
4.1


2


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 thereunto duly authorized.

Date: February 19, 2019
Post Holdings, Inc.
 
(Registrant)
 
 
 
 
By:
/s/ Diedre J. Gray
 
Name:
Diedre J. Gray
 
Title:
EVP, General Counsel & Chief Administrative Officer, Secretary


3

Exhibit 4.1

AMENDMENT OF CERTIFICATE OF DESIGNATION,
PREFERENCES AND RIGHTS OF
2.5% SERIES C CUMULATIVE PERPETUAL CONVERTIBLE PREFERRED STOCK
OF
POST HOLDINGS, INC.


SECRETARY OF STATE
STATE OF MISSOURI
P.O. BOX 778
JEFFERSON CITY, MO 65102

Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned Corporation certifies the following:

1.
The present name of the corporation is Post Holdings, Inc. The name under which the corporation was originally organized was Post Holdings, Inc.

2.
The corporation filed a Certificate of Designation, Preferences and Rights of 2.5% Series C Cumulative Perpetual Convertible Preferred Stock with the Secretary of State on December 12, 2013 (the “Certificate of Designation”).

3.
Pursuant to Section C of Article Three of the Amended and Restated Articles of Incorporation, as amended, of Post Holdings, Inc., an amendment to the Certificate of Designation, effectively terminating the Certificate of Designation, was authorized by resolution of the corporation's Board of Directors adopted on January 2, 2019.

4.
The Certificate of Designation is hereby terminated effective as of the date of filing this Amendment with the Secretary of State.

In Affirmation thereof, the facts stated above are true and correct:
(The undersigned understands that false statements made in this filing are subject to the penalties provided under Section 575.040, RSMo)
 
/s/ Diedre J. Gray
Diedre J. Gray
EVP, General Counsel
& Chief Administrative
Officer, Secretary
February 19, 2019
Authorized Signature
Printed Name
Title
Date