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): May 31, 2012
Move,
Inc.
(Exact name of registrant
as specified in its charter)
| Delaware | 000-26659 | 95-4438337 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
910 East Hamilton
Avenue
Campbell, California 95008
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (408) 558-3700
(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):
¨ 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))
TABLE OF CONTENTS
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Item 9.01 Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
EXHIBIT 3.1
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 31, 2012, Move, Inc. (the “Company”) filed a Certificate of Elimination with the Secretary of State of Delaware with respect to the Series B Convertible Participating Preferred Stock of the Company (the “Series B Stock”). The Series B Stock had been issued pursuant to a Certificate of Designation of Series B Convertible Participating Preferred Stock dated November 29, 2005 (the “Certificate of Designation”) and all such shares were redeemed by April 6, 2012 (as previously reported by the Company in its Current Report on Form 8-K filed on April 11, 2012), leaving no such shares outstanding after such date. The Company is permitted under Delaware General Corporation Law to file a certificate of elimination with the Secretary of State of Delaware to remove from the Company’s Restated Certificate of Incorporation all matters set forth in the Certificate of Designation relating to any class or series of stock when no shares of that class or series remain outstanding. Accordingly, the Company filed a Certificate of Elimination as stated above, which was effective when filed and a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 3.1 | Certificate of Elimination of Series B Convertible Participating Preferred Stock of Move, Inc., effective May 31, 2012 |
SIGNATURE
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.
MOVE, INC. | ||
| Date: June 5, 2012 |
| |
| By: | /s/ James S. Caulfield | |
| James S. Caulfield | ||
| Executive Vice President, General Counsel and Secretary | ||
EXHIBIT INDEX
| Exhibit Number | Description | ||
| 3.1 | Certificate of Elimination of Series B Convertible Participating Preferred Stock of Move, Inc., effective May 31, 2012 | ||
Exhibit 3.1
CERTIFICATE OF
ELIMINATION
OF
SERIES B CONVERTIBLE
PARTICIPATING PREFERRED STOCK
OF
MOVE, INC.
Pursuant to Section 151(g) of
the
General Corporation Law of the
State of Delaware
Move, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify:
FIRST: That, on November 6, 2005, pursuant to Section 151 of the DGCL and the authority granted in the Restated Certificate of Incorporation of the Corporation, as amended (the “Certificate of Incorporation”), the Board of Directors of the Corporation (the “Board”) by resolution duly adopted, authorized the issuance of a series of 10,000,000 shares of preferred stock, par value $0.001 per share, designated as “Series B Convertible Participating Preferred Stock” (the “Series B Preferred Stock”), and fixed the powers, designations, preferences, rights, qualifications, limitations and restrictions thereof.
SECOND: That, on November 29, 2005, the Corporation filed a Certificate of Designation of Series B Convertible Participating Preferred Stock (the “Certificate of Designation”) with respect to such Series B Preferred Stock with the Secretary of State of the State of Delaware.
THIRD: That no shares of Series B Preferred Stock are outstanding and no further shares thereof will be issued subject to such Certificate of Designation.
FOURTH: That on May 2, 2012, the Board adopted the following resolutions:
WHEREAS, on November 6, 2005, pursuant to Section 151 of the General Corporation Law of the State of Delaware and the authority granted in the Restated Certificate of Incorporation of Move, Inc. (the “Corporation”), as amended (the “Certificate of Incorporation”), the Board of Directors of the Corporation (the “Board”) by resolution duly adopted, authorized the issuance of a series of 10,000,000 shares of preferred stock, par value $0.001 per share, designated as “Series B Convertible Participating Preferred Stock” (the “Series B Preferred Stock”), and fixed the powers, designations, preferences, rights, qualifications, limitations and restrictions thereof.
WHEREAS, the Corporation filed a Certificate of Designation of Series B Convertible Participating Preferred Stock (the “Certificate of Designation”) with respect to such Series B Preferred Stock with the Secretary of State of the State of Delaware on November 29, 2005.
WHEREAS, as all of the outstanding Series B Preferred Shares have been redeemed, and no Series B Preferred Stock are issued and outstanding and no shares thereof will be issued subject to the Certificate of Designation, the Board believes it is in the best interests of the Corporation to eliminate all matters set forth in the Certificate of Designation from the Certificate of Incorporation.
NOW, THEREFORE, BE IT RESOLVED, that all matters set forth in the Certificate of Designation with respect to such Series B Preferred Stock be eliminated from the Certificate of Incorporation;
RESOLVED FURTHER, that the Chief Executive Officer and the Secretary of the Corporation be, and each of them individually hereby is, authorized and directed to prepare, execute and file a certificate with the Secretary of State of the State of Delaware setting forth a copy of these resolutions whereupon all matters set forth in the Certificate of Designation with respect to the Series B Preferred Stock shall be eliminated from the Certificate of Incorporation; and
RESOLVED FURTHER, that the officers of the Corporation be, and hereby are, authorized, jointly and severally, to execute and deliver, for and in the name of and on behalf of the Corporation, any and all certificates, agreements and other documents, and take any and all steps and do any and all things which they may deem necessary or advisable, with the advice of counsel, to effect the purposes of the foregoing resolutions; and
RESOLVED FURTHER, that any actions taken by the officers of the Corporation prior to the date of these resolutions that are within the authority conferred hereby are hereby ratified, confirmed and approved in all respects as the act and deed of the Corporation.
FIFTH: That, accordingly, all matters set forth in the Certificate of Designation with respect to such Series B Preferred Stock be, and hereby are, eliminated from the Certificate of Incorporation.
[Signature on Following Page]
IN WITNESS WHEREOF, Move, Inc. has caused this Certificate to be signed by its duly authorized officer this 30th day of May, 2012.
| MOVE, INC. | |||
| By: | /s/ James S. Caulfield | ||
| Name: | James S. Caulfield | ||
| Its: | Executive Vice President, General Counsel & Secretary | ||