-----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, M+5VSU+EbarU8raXK35BZ13Pmo7cbMiYBW03teXQPP5kW/PpJZ5o6F6AUd1FG/+z QmZ39mcm9aBEu1SNsd7aEQ== 0001299933-08-004449.txt : 20080923 0001299933-08-004449.hdr.sgml : 20080923 20080923102519 ACCESSION NUMBER: 0001299933-08-004449 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080919 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year FILED AS OF DATE: 20080923 DATE AS OF CHANGE: 20080923 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CABOT CORP CENTRAL INDEX KEY: 0000016040 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 042271897 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05667 FILM NUMBER: 081083698 BUSINESS ADDRESS: STREET 1: TWO SEAPORT LANE SUITE 1300 CITY: BOSTON STATE: MA ZIP: 02109-1806 BUSINESS PHONE: 6173450100 MAIL ADDRESS: STREET 1: TWO SEAPORT LANE SUITE 1300 CITY: BOSTON STATE: MA ZIP: 82109 FORMER COMPANY: FORMER CONFORMED NAME: CABOT GODFREY L INC DATE OF NAME CHANGE: 19680418 8-K 1 htm_29079.htm LIVE FILING Cabot Corporation (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):   September 19, 2008

Cabot Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 1-5667 04-2271897
_____________________
(State or other jurisdiction 		_____________
(Commission 		______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
Two Seaport Lane, Suite 1300, Boston, Massachusetts   02210-2019
_________________________________
(Address of principal executive offices) 		  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   617-345-0100

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:

[  ]  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))

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 19, 2008, Cabot Corporation amended its Amended Certificate of Incorporation to eliminate the Series B ESOP Convertible Preferred Stock. All of the outstanding shares of Series B ESOP Convertible Preferred Stock had previously been converted to shares of Cabot common stock. Cabot has authorized for issuance 2,000,000 shares of undesignated preferred stock.






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.

         
    Cabot Corporation
          
September 23, 2008   By:   Brian A. Berube
       
        Name: Brian A. Berube
        Title: Vice President and General Counsel

Exhibit Index


     
Exhibit No.   Description
 
3
  Amended Certificate of Designation, Preferences and Rights of Series B ESOP Convertible Preferred Stock of Cabot Corporation, as filed with the Secretary of State of the State of Delaware on September 19, 2008
EX-3 2 exhibit1.htm EX-3 EX-3

AMENDED CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES B ESOP CONVERTIBLE
PREFERRED STOCK OF CABOT CORPORATION

I, Jane A. Bell, Secretary of Cabot Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 103 thereof, do hereby certify that at a meeting of the Corporation’s Board of Directors on March 14, 2008, the following resolutions were adopted with respect to the Corporation’s Series B ESOP Convertible Preferred Stock:

VOTED: That none of the authorized shares of the Corporation’s Series B ESOP Convertible Preferred Stock are outstanding and that no shares of Series B ESOP Convertible Preferred Stock will be issued subject to the Certificate of Designations of Series B ESOP Convertible Preferred Stock filed with the Secretary of State of the State of Delaware on November 18, 1988.

FURTHER VOTED: That, pursuant to the authority granted to and vested in the Board of Directors of this Corporation in accordance with the provisions of the Corporation’s Amended Certificate of Incorporation and Section 151(g) of the General Corporation Law of the State of Delaware, the Board of Directors, for the purpose of eliminating the Series B ESOP Convertible Preferred Stock from the Corporation’s Amended Certificate of Incorporation, hereby approves and authorizes the filing with the Secretary of State of the State of Delaware of a certificate stating that no such shares of Series B ESOP Convertible Preferred Stock are outstanding and that no such shares will be issued.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed this 15th day of September, 2008 by an authorized officer.

By:      
Jane A. Bell
Secretary

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