-----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, UAlBfKDlstS6KZCPXxi0Ypd8u8IXIkBFICdOyDdsO9Uxvda1EDLuIdIAX6bRirud R3Gl90TVzytvx1B+I/YmjA== 0001104659-07-049418.txt : 20070622 0001104659-07-049418.hdr.sgml : 20070622 20070622160656 ACCESSION NUMBER: 0001104659-07-049418 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070621 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070622 DATE AS OF CHANGE: 20070622 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW YORK TIMES CO CENTRAL INDEX KEY: 0000071691 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 131102020 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05837 FILM NUMBER: 07936594 BUSINESS ADDRESS: STREET 1: 229 W 43RD ST CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2125561234 MAIL ADDRESS: STREET 1: 229 W 43RD STREET CITY: NEW YORK STATE: NY ZIP: 10036 8-K 1 a07-8884_58k.htm 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): June 21, 2007

The New York Times Company

(Exact name of Registrant as specified in its charter)

New York

 

1-5837

 

13-1102020

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification No.)

 

229 West 43rd Street, New York, New York

 

10036

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (212) 556-1234

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):

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

At the June 21, 2007, meeting of the Board of Directors (the “Board”) of The New York Times Company (the “Company”), the Board approved and adopted an amendment to the Certificate of Incorporation of the Company (the “Amendment”).  The Amendment amends Article Sixth of the Company’s Certificate of Incorporation to reflect a change of address of the Company’s principal office, which will be relocated to 620 Eighth Avenue, New York, NY 10018, effective as of July 1, 2007.  A Certificate of Amendment effecting the Amendment was submitted to the New York Department of State on June 22, 2007.  A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 to this Form 8-K, and is incorporated by reference herein.

Item 9.01       Financial Statements and Exhibits

(d)  Exhibits

Exhibit 3.1

 

Certificate of Amendment of the Certificate of Incorporation of The New York Times Company

 

2




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.

THE NEW YORK TIMES COMPANY

 

 

 

Date: June 22, 2007

By:

/s/ Rhonda L. Brauer

 

 

 

Rhonda L. Brauer

 

 

Secretary and

 

 

Corporate Governance Officer

 

3




Exhibit List

Exhibit 3.1

 

Certificate of Amendment of the Certificate of Incorporation of The New York Times Company

 

4



EX-3.1 2 a07-8884_5ex3d1.htm EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

OF

THE NEW YORK TIMES COMPANY

Under Section 805 of the Business Corporation Law

Pursuant to the provisions of Section 805 of the Business Corporation Law, the undersigned, being the Secretary and Corporate Governance Officer of THE NEW YORK TIMES COMPANY (hereinafter called the “Corporation”), does hereby certify and set forth:

1.             The name of the Corporation is THE NEW YORK TIMES COMPANY.

2.             The Certificate of Incorporation of the Corporation was filed by the Department of State, Albany, New York, on the 26th day of August, 1896.

3.             The amendment of the Certificate of Incorporation effected by this Certificate of Amendment is to change the principal office of the Corporation to 620 Eighth Avenue, New York, NY 10018.

4.             To accomplish the foregoing amendment, the second paragraph of Article Sixth of the Certificate of Incorporation, relating to the principal office of the Corporation, is deleted in its entirety, effective as of July 1, 2007, and the following new paragraph is substituted in place thereof:

The principal office of the Corporation shall be located in the City of New York, County of New York and State of New York, and the address to which the Secretary of State shall mail a copy of process in any action or proceeding against the Corporation which may be served on him is 620 Eighth Avenue, New York, NY 10018.

5.             This Certificate of Amendment of the Certificate of Incorporation was authorized by the Board of Directors of the Corporation pursuant to Section 803(b) of the Business Corporation Law.




IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of its Certificate of Incorporation to be duly executed this 22nd day of June, 2007.

THE NEW YORK TIMES COMPANY

 

 

 

 

 

 

 

By:

 /s/ Rhonda L. Brauer

 

 

 

Name: Rhonda L. Brauer

 

 

Title: Secretary and

 

 

 Corporate Governance Officer

 

2



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