0000950123-11-087249.txt : 20110928 0000950123-11-087249.hdr.sgml : 20110928 20110928123247 ACCESSION NUMBER: 0000950123-11-087249 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110927 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110928 DATE AS OF CHANGE: 20110928 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MONEYGRAM INTERNATIONAL INC CENTRAL INDEX KEY: 0001273931 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 161690064 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 111111287 BUSINESS ADDRESS: STREET 1: 1550 UTICA AVENUE SOUTH CITY: MINNEAPOLIS STATE: MN ZIP: 55416 BUSINESS PHONE: 9525913000 MAIL ADDRESS: STREET 1: 1550 UTICA AVENUE SOUTH CITY: MINNEAPOLIS STATE: MN ZIP: 55416 8-K 1 d84858e8vk.htm FORM 8-K e8vk
 
 
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): September 27, 2011
MoneyGram International, Inc.
(Exact name of registrant as specified in its charter)
         
Delaware   1-31950   16-1690064
         
(State or other jurisdiction of   (Commission File Number)   (I.R.S. Employer
incorporation)       Identification Number)
     
2828 N. Harwood Street, 15th Floor    
Dallas, Texas   75201
     
(Address of principal   (Zip code)
executive offices)    
Registrant’s telephone number, including area code: (214) 999-7552
Not applicable
(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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
     On September 27, 2011, MoneyGram International, Inc., a Delaware corporation (the “Company”), filed with the Secretary of State of the State of Delaware a Certificate of Elimination amending the Company’s Amended and Restated Certificate of Incorporation to eliminate the Company’s Series A Junior Participating Preferred Stock, par value $0.01 per share (the “Series A Stock”), and cause such shares to resume their status as undesignated preferred stock of the Company. No shares of the Series A Stock were issued and outstanding at the time of the filing of the Certificate of Elimination. The Certificate of Elimination was effective upon filing. A copy of the Certificate of Elimination is attached hereto as Exhibit 3.1 and is incorporated into this Item 5.03 by reference.
Item 9.01 Financial Statements and Exhibits.
     (d) Exhibits
The following exhibits are filed herewith:
     
Exhibit No.   Description of Exhibit
 
    
3.1
  Certificate of Elimination of Series A Junior Participating Preferred Stock, dated September 27, 2011.

 

 

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 hereunto duly authorized.
             
    MONEYGRAM INTERNATIONAL, INC.    
 
            
 
  By:
Name: 		  /s/ James E. Shields
 
James E. Shields 		   
 
  Title:   Executive Vice President and Chief Financial Officer    
Date: September 28, 2011

 

 

EXHIBIT INDEX
     
Exhibit No.   Description of Exhibit
 
    
3.1
  Certificate of Elimination of Series A Junior Participating Preferred Stock, dated September 27, 2011.

 

EX-3.1 2 d84858exv3w1.htm EX-3.1 exv3w1
Exhibit 3.1
CERTIFICATE OF ELIMINATION
OF THE
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
OF
MONEYGRAM INTERNATIONAL, INC.
 
Pursuant to Section 151(g) of the
General Corporation Law of the State of Delaware
 
     MoneyGram International, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 151(g) of the Delaware General Corporation Law (the “DGCL”), hereby certifies as follows:
     FIRST: Pursuant to Section 151 of the DGCL and authority granted in the Amended and Restated Certificate of the Corporation (the “Certificate of Incorporation”), the Board of Directors of the Corporation (the “Board”) previously designated 2,000,000 shares of preferred stock as Series A Junior Participating Preferred Stock of the Corporation, par value $0.01 per share (the “Series A Preferred Stock”), in the Certificate of Designations, Preferences and Rights of Series A Junior Participating Preferred Stock (the “Certificate of Designations”) originally filed in the office of the Secretary of State of the State of Delaware on June 30, 2004, and in full force and effect on the date hereof. None of the authorized shares of Series A Preferred Stock are outstanding and none will be issued.
     SECOND: On September 1, 2011, the Board duly adopted the following resolutions setting forth the proposed elimination of the Series A Preferred Stock:
     RESOLVED, that pursuant to the authority conferred on the Board by the provisions of Section 151 of the DGCL, the Board hereby eliminates the Series A Preferred Stock, none of which is currently outstanding and none of which will be issued; and
     RESOLVED, that the appropriate officers of the Corporation be, and each hereby is, authorized, empowered and directed, for and on behalf of the Corporation, pursuant to Section 151(g) of the DGCL, to execute and file with the Secretary of State of the State of Delaware a Certificate of Elimination of the Series A Preferred Stock, which shall have the effect when filed with the Secretary of State of the State of Delaware of eliminating from the Amended and Restated Certificate of Incorporation of the Corporation all matters set forth in the Certificate of Designations, Preferences and Rights of Series A Junior Participating Preferred Stock of MoneyGram International, Inc. with respect to such Series A Preferred Stock.
     THIRD: In accordance with the provisions of Section 151(g) of the DGCL, the Certificate of Incorporation is hereby amended to eliminate therefrom all matters set forth in the Certificate of Designations with respect to the Series A Preferred Stock, and the shares that were designated to such series hereby are returned to the status of authorized but unissued shares of the preferred stock of the Corporation, without designation as to series.
[Signature page follows]

 

 

     IN WITNESS WHEREOF, the Corporation has caused this Certificate of Elimination to be executed by its duly authorized officer on this 27th day of September, 2011.
             
 
  MONEYGRAM INTERNATIONAL, INC.  
 
 
  By:
Name: 		  /s/ James E. Shields
 
James E. Shields 		   
 
  Title:   Executive Vice President and Chief Financial Officer    
[Signature Page to the Certificate of Elimination of the
Series A Junior Participating Preferred Stock of
MoneyGram International, Inc.]