Current Report Filing (8-k)
January 06 2017 - 3:32PM
Edgar (US Regulatory)
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): January 6, 2017
THE DOW CHEMICAL COMPANY
(Exact name of Registrant as specified in its charter)
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Delaware
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1-3433
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38-1285128
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(State or other jurisdiction
of incorporation)
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Commission
File Number
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(IRS Employer
Identification No.)
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2030 Dow Center, Midland, Michigan
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48674
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(Address of principal executive offices)
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(Zip code)
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(989)
636-1000
(Registrants 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
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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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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Amendment to Articles of Incorporation or
By-Laws;
Change in Fiscal Year
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The board of directors of The Dow Chemical Company (the Company) adopted resolutions approving an amendment to the Companys
Restated Certificate of Incorporation by way of a certificate of elimination (the Certificate of Elimination) for the Companys Cumulative Convertible Perpetual Preferred Stock, Series A, par value $1.00 per share (the Series
A Preferred Stock) contingent upon the conversion of all such Series A Preferred Stock into shares of the Companys common stock. As previously disclosed, all shares of the Series A Preferred Stock have been converted into shares of the
Companys common stock effective December 30, 2016. On January 6, 2017, the Company filed the Certificate of Elimination with the Secretary of State of the State of Delaware, which is the effective date of the amendment. The filing of the
Certificate of Elimination was authorized by the board of directors of the Company in accordance with the General Corporation Law of the State of Delaware.
The Certificate of Elimination has the effect of: (a) eliminating the previously designated 4,000,000 shares of Series A Preferred Stock,
none of which were outstanding at the time of the filing; (b) upon such elimination, causing such Series A Preferred Stock to resume the status of authorized and unissued shares of preferred stock, par value $1.00 per share, of the Company,
without designation as to series; and (c) eliminating from the Companys Restated Certificate of Incorporation all references to, and all matters set forth in, the certificates of designations for the Series A Preferred Stock. The
Certificate of Elimination is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
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Exhibit
No.
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Description
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3.1
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Certificate of Elimination
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Dated: January 6, 2017
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The Dow Chemical Company
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By:
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/s/ Amy E. Wilson
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Name:
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Amy E. Wilson
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Title:
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Corporate Secretary and
Assistant General
Counsel
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EXHIBITS
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Exhibit
No.
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Description
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3.1
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Certificate of Elimination
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