-----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, Pzb+65ap92E48Wg3G70/eSjfEg6EC3vxEQhnxa8Zg1vSj5M8aNNeG4AscEqXnPW3 LZU7Mq8aMZ4zPabpFFH4Pw== 0000950116-05-002187.txt : 20050616 0000950116-05-002187.hdr.sgml : 20050615 20050616133719 ACCESSION NUMBER: 0000950116-05-002187 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050609 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050616 DATE AS OF CHANGE: 20050616 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOLL BROTHERS INC CENTRAL INDEX KEY: 0000794170 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 232416878 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09186 FILM NUMBER: 05899747 BUSINESS ADDRESS: STREET 1: 3103 PHILMONT AVE CITY: HUNTINGDON VALLEY STATE: PA ZIP: 19006 BUSINESS PHONE: 2159388000 MAIL ADDRESS: STREET 1: 3103 PHILMONT AVENUE CITY: HUNTINGDON VALLEY STATE: PA ZIP: 19006 8-K 1 eightk.txt 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 15, 2005 ------------- Toll Brothers, Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 001-09186 23-2416878 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 250 Gibraltar Road, Horsham, PA 19044 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (215) 938-8000 -------------- - -------------------------------------------------------------------------------- (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 (see General Instruction A.2. below): |_| 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. AMENDMENT OF ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR Effective June 15, 2005, the Certificate of Incorporation of Toll Brothers Inc. (the "Company"), was amended to increase the Company's authorized shares from 101,000,000 to 201,000,000 consisting of two classes of stock. The Certificate of Amendment provides for 200,000,000 authorized shares of common stock, $.01 par value, an increase from the 100,000,000 shares previously authorized, and 1,000,000 authorized shares of preferred stock, $.01 par value, the same number of preferred shares previously authorized. A copy of the Certificate of Amendment, which was filed with the Secretary of State of the State of Delaware on June 15, 2005, is included as Exhibit 3.1 to this Form 8-K. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (c). Exhibits. The following Exhibits are furnished as part of this Current Report on Form 8-K: Exhibit No. Item - ------- ------ 3.1* Certificate of Amendment of Certificate of Incorporation of Toll Brothers, Inc. filed with the Secretary of State of the State of Delaware on June 15, 2005. * Filed electronically herewith. 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. TOLL BROTHERS, INC. Dated: June 16, 2005 By: Joseph R. Sicree ------------------------- Joseph R. Sicree Vice President, Chief Accounting Officer EX-3 2 ex3-1.txt EXHIBIT 3.1 EXHIBIT 3.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF TOLL BROTHERS, INC. TOLL BROTHERS, INC., a corporation organized and existing under and by virtue of the Delaware General Corporation Law (the "Company") DOES HEREBY CERTIFY THAT: FIRST: At a meeting of the Board of Directors of the Company held on December 16, 2004, the Board of Directors of the Company adopted resolutions that declared advisable and recommended to the stockholders of the Company the following amendment to the Company's Certificate of Incorporation and directed that said amendment be submitted to the Company's stockholders for their consent and approval at the Annual Meeting of Stockholders on March 17, 2005. The amendment amends Article Four of the Company's Certificate of Incorporation to read in its entirety as follows: "Article Four ------------ The corporation is authorized to issue 201,000,000 shares of capital stock, consisting of two (2) classes of stock, to wit: (a) Common Stock. The total number of shares of Common Stock which the corporation shall have authority to issue is Two Hundred Million (200,000,000) shares and the par value of each of such shares is One Cent ($.01) amounting in the aggregate to Two Million Dollars ($2,000,000). (b) Preferred Stock. The total number of shares of Preferred Stock which the corporation shall have authority to issue is One Million (1,000,000), and the par value of each such share is One Cent ($.01) amounting in the aggregate to Ten Thousand Dollars ($10,000). The Board of Directors is authorized, subject to the limitations prescribed by law and the provisions of this Article Four, to provide by adopting a resolution or resolutions, a certificate of which action shall be filed and recorded in accordance with the General Corporation Law of the State of Delaware, for the issuance of the Preferred Stock in one or more series, each with such designations, powers, preferences and rights of the shares, and the qualifications, limitations or restrictions thereof. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the Common Stock, without a vote of the holders of the Preferred Stock, or of any series thereof, unless a vote of any such holders is required pursuant to the certificate or certificates establishing the series of Preferred Stock." SECOND: At the Annual Meeting of Stockholders on March 17, 2005, held pursuant to the notice required by Section 222 of the Delaware General Corporation Law, not less than a majority of the outstanding shares of stock entitled to vote thereon approved the foregoing amendment to the Company's Certificate of Incorporation. THIRD: The aforesaid amendment was duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law. IN WITNESS WHEREOF, the Company has caused its corporate seal to be hereunto affixed and this certificate to be signed, under penalty of perjury, by Joseph R. Sicree, its Vice President, and attested by Michael I. Snyder, its Secretary, on June 9, 2005, and does confirm that this Certificate of Amendment is the act and deed of the Company and that the statements made herein are true. TOLL BROTHERS, INC. By: Joseph R. Sicree Joseph R. Sicree Vice President Attest: By: Michael I. Snyder ---------------------------- Michael I. Snyder, Secretary (Corporate Seal) -2- -----END PRIVACY-ENHANCED MESSAGE-----