-----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, R+BP4Id7vHb1+9MYwznm9h/G+9VRT0xLNCjlGGB9KwAANNWaiy+s9EKVhtoiLtko 2AdfG8aZbeh7AmblLMMxkg== 0000950172-95-000429.txt : 19951101 0000950172-95-000429.hdr.sgml : 19951101 ACCESSION NUMBER: 0000950172-95-000429 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951010 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19951031 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREY ADVERTISING INC /DE/ CENTRAL INDEX KEY: 0000043952 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 130802840 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-07898 FILM NUMBER: 95586148 BUSINESS ADDRESS: STREET 1: 777 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2125462000 MAIL ADDRESS: STREET 1: 777 THIRD AVE STREET 2: 777 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017 8-K 1 FORM 8-K 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 OCTOBER 10, 1995 _________________________________ (Date of earliest event reported) GREY ADVERTISING INC. ______________________________________________________ (Exact name of Registrant as specified in its charter) Delaware 0-7898 3-0802340 ______________ _____________________ __________________ (State of (Commission File No.) (IRS Employer Incorporation) Identification No.) 777 Third Avenue, New York, New York 10017 ____________________________________________________________ (Address of principal executive offices, including zip code) (212) 546-2000 ____________________________________________________ (Registrant's telephone number, including area code) Not Applicable _____________________________________________________________ (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS. On October 10, 1995, Grey Advertising Inc. (the "Company") conducted its 1995 Annual Meeting of Stock- holders (the "Meeting"). At the Meeting, the Company's stockholders approved a proposal (the "Class B Proposal") to amend the Company's Restated Certificate of Incorporation and a proposal (the "Director Proposal") to elect John Shannon as director for a three-year term. The Class B Proposal requested that the stockholders approve an amendment to extend the date for the automatic conversion of the Company's Limited Duration Class B Common Stock (the "Class B Stock"). A copy of the amend- ment is filed herewith as Exhibit 3.01 and incorporated herein by reference. The Class B Proposal was voted on by the holders of the Company's Common Stock, par value $1 per share (the "Common Stock"), the Class B Common Stock, and the Pre- ferred Stock. The votes cast by the holders of outstanding shares of Common Stock, Class B Stock and Preferred Stock with respect to the Class B Proposal are set forth below: FOR AGAINST ABSTAINED Common Stock 462,010 219,882 1,183 Class B Common 2,809,040 16,050 3,870 Preferred Stock 330,000 -0- -0- At the Meeting, John Shannon was elected to serve as a director for a three-year term pursuant to the Director Proposal. The votes cast by the holders of outstanding shares of Common Stock, Class B Stock and Preferred Stock with respect to the Director Proposal are set forth below: FOR WITHHELD Common Stock 687,301 5,038 Class B Common 2,847,240 3,180 Preferred Stock 330,000 -0- ITEM 7. EXHIBITS. Exhibit No. Description of Exhibit 3.01 Certificate of Amendement to Restated Certificate of Incorporation 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 thereunto duly authorized. GREY ADVERTISING INC. By: /s/Steven G. Felsher Steven G. Felsher Executive Vice President, Secretary and Treasurer Date: October 31, 1995 Index to Exhibits Page Number in Sequential Numbering Sys- tem Where Exhibit Number Description of Ex- Exhibit 601 hibits May be Found 3.01 Amendment to the 7 Restated Certifi- cate of Incorpora- tion of Grey Adver- tising Inc. EX-99 2 EXHIBIT 3.01 - CERTIFICATE OF AMENDMENT EXHIBIT 3.01 CERTIFICATE OF AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION OF GREY ADVERTISING INC. PURSUANT TO SECTION 242 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELWARE Pursuant to the provisions of Section 242 of the General Corporation Law of the State of Delaware, the undersigned Executive Vice President, Secretary and Treasurer of Grey Advertising Inc. does hereby certify: FIRST: That the name of the corporation is GREY ADVERTISING INC. SECOND: Subparagraph B.III(D)(9) of Article Fourth of the Restated Certificate of Incorporation of the Corporation is hereby amended to read as set forth below: All outstanding shares of Class B Common Stock will automatically convert into shares of Common Stock on April 3, 2006. Upon such conversion, certificates evidencing previously outstanding shares of Class B Common Stock will thereafter be deemed to evidence a like number of shares of Common Stock. None of the provisions of this subparagraph (9) may be amended, altered, supplemented or repealed without the affirmative vote of the holders of the Common Stock, of the Class B Common Stock and of each series of the Preferred Stock entitled to vote and outstanding on the Distribution Record Date. THIRD: This amendment to the Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, I hereunto sign my name and affirm that the statements made herein are true under the penalties of perjury, this 11th day of October, 1995. /s/ Stephen G. Felsher _________________________ Steven G. Felsher Executive Vice President, Secretary and Treasurer -----END PRIVACY-ENHANCED MESSAGE-----