-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KGWnx4L6uVuJuGrehjtahkegkvegRAJvkbv3hRYhui+bA1OSoSjg3yadJ5h66E68 Rh0LFXrMdk1Zhy3mVJIraA== 0001012870-02-004091.txt : 20021022 0001012870-02-004091.hdr.sgml : 20021022 20021022163242 ACCESSION NUMBER: 0001012870-02-004091 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20021015 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021022 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PALM INC CENTRAL INDEX KEY: 0001100389 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER TERMINALS [3575] IRS NUMBER: 943150688 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29597 FILM NUMBER: 02795218 BUSINESS ADDRESS: STREET 1: 400 N. MCCARTHY BOULEVARD CITY: MILPITAS STATE: CA ZIP: 95035 BUSINESS PHONE: 4088789000 MAIL ADDRESS: STREET 1: 400 N. MCCARTHY BOULEVARD STREET 2: M/S 4101 CITY: MILPITAS STATE: CA ZIP: 95035-5112 8-K 1 d8k.htm FORM 8-K Form 8-K
 
 
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):
October 15, 2002
 
PALM, INC.
 
(Exact name of registrant as specified in its charter)
 
Delaware
  
000-29597
  
94-3150688
(State or other jurisdiction
of incorporation)
  
(Commission
File Number)
  
(I.R.S. Employer
Identification No.)
 
400 N. McCarthy Blvd.
Milpitas, CA
  
95035
(Address of principal executive offices)
  
(Zip Code)
 
Registrant’s telephone number, including area code: (408) 503-7000
 
N/A
(Former name or former address, if changed since last report.)
 

 
Item 5.    Other Events and Regulation FD Disclosure.
 
Pursuant to the Amended and Restated Certificate of Incorporation of Palm, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware on October 9, 2002, effective as of 12:01 a.m. on October 15, 2002 (the “Effective Time”), the Company effected a one-for-twenty reverse stock split of the Company’s common stock issued and outstanding immediately prior to the Effective Time (“Old Common Stock”). The reverse stock split also affects options, warrants and other securities convertible into or exchangeable for shares of the Company’s common stock that were issued and outstanding immediately prior to the Effective Time.
 
No fractional shares will be issued in connection with the reverse stock split. A holder of a certificate representing shares of Old Common Stock at the Effective Time who would otherwise be entitled to receive a fraction of a share of the Company’s common stock is, in lieu thereof, entitled to receive a cash payment in an amount equal to (i) the fraction to which the stockholder would otherwise be entitled multiplied by (ii) $0.64, the per share closing sales price of the Company’s common stock on October 14, 2002 as reported on the Nasdaq National Market.
 
Item 7.    Financial Statements and Exhibits.
 
 
(a)
 
Financial statements of businesses acquired.
 
 
Not
 
applicable.
 
 
(b)
 
Pro forma financial information.
 
Not applicable.
 
 
(c)
 
Exhibits.
 
Exhibit No.
   
Description of Exhibits
3.1(1)
   
Amended and Restated Certificate of Incorporation.
 
(1) Incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 11, 2002.

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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.
 
       
PALM, INC
Date: October 21, 2002
      
By:
  
/S/    THEODORE J. THEOPHILOS        
               
Theodore J. Theophilos
Senior Vice President, General Counsel and Secretary
 

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EXHIBIT INDEX
 
Exhibit No.
   
Description of Exhibits
3.1(1)
   
Amended and Restated Certificate of Incorporation.
 
(1) Incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 11, 2002.

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