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): August 3, 2016

Orbital ATK, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-10582	41-1672694
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)
45101 Warp Drive Dulles, Virginia		20166
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (703) 406-5000

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

On August 3, 2016, Orbital ATK, Inc., a Delaware corporation (the “Company”), filed with the Delaware Secretary of State a Certificate of Elimination (the “Certificate of Elimination”), with respect to the Company’s Series A Junior Participating Preferred Stock (the “Series A Preferred Stock”). No shares of the Series A Preferred Stock were outstanding at the time of the filing of the Certificate of Elimination.

As a result of the filing of the Certificate of Elimination, all matters set forth with respect to the Series A Preferred Stock were eliminated from the Company’s Restated Certificate of Incorporation.

The foregoing summary of the Certificate of Elimination is qualified in its entirety by reference to the full text of the Certificate of Elimination, which is set forth as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
3.1	Certificate of Elimination of Series A Junior Participating Preferred Stock of Orbital ATK, Inc. dated August 3, 2016.

SIGNATURE

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.

	ORBITAL ATK, INC.
Date: August 5, 2016	By:	/s/ Thomas E. McCabe
		Name: Thomas E. McCabe Title: Senior Vice President, General Counsel and Secretary

EX-3.1

CERTIFICATE OF ELIMINATION

OF

SERIES A PARTICIPATING PREFERRED STOCK

OF ORBITAL ATK, INC.

Pursuant to Section 151(g) of the

General Corporation Law of the State of Delaware

Orbital ATK, 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 General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:

1. That, pursuant to Section 151(g) of the DGCL and the authority granted in the Certificate of Incorporation of the Corporation, as amended (the “Certificate of Incorporation”), the Board of Directors of the Corporation, by resolution duly adopted, previously authorized the issuance of a series of 200,000 shares of Series A Junior Participating Preferred Stock, par value $1.00 per share, of the Corporation (the “Series A Preferred Stock”), and established the voting powers, designations, preferences and relative, participating, optional or other rights, if any, and the qualifications, limitations or restrictions thereof, and, on September 28, 1990, filed a Certificate of Designations (the “Certificate of Designations”) with respect to such Series A Preferred Stock in the office of the Secretary of State of the State of Delaware (the “Secretary of State”).

2. That no shares of said Series A Preferred Stock are outstanding and no shares thereof shall be issued subject to said Certificate of Designations.

3. That the Board of Directors of the Corporation has duly adopted the following resolutions authorizing the elimination of the Series A Preferred Stock:

RESOLVED, that pursuant to the authority conferred on the Board of Directors of the Corporation by the provisions of Section 151 of the Delaware General Corporation Law (the “DGCL”), the Board hereby eliminates the Series A Junior Participating Preferred Stock, par value $1.00 per share (the “Series A Preferred Stock”), none of which is currently outstanding and none of which will be issued;

FURTHER RESOLVED, that the appropriate officers of the Corporation (the “Authorized Officers”) be and hereby are authorized, in the name and on behalf of the Corporation, and directed to file a Certificate of Elimination setting forth this resolution with the Secretary of State of the State of Delaware pursuant to the provisions of Section 151(g) of the DGCL which shall have the effect of eliminating from the Corporation’s

Certificate of Incorporation all matters set forth in the Certificate of Designation with respect to the Series A Preferred Stock; and further that upon such filing all authorized shares of Series A Preferred Stock shall be eliminated and restored to the status of authorized but unissued shares of undesignated preferred stock under the Corporation’s Certificate of Incorporation.

4. That, accordingly, all matters set forth in the Certificate of Designation with respect to the Series A Preferred Stock be, and hereby are, eliminated from the Certificate of Incorporation, as heretofore amended, of the Corporation.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Elimination to be signed on its behalf by its duly authorized officer on this 3rd day of August, 2016.

Orbital ATK, Inc.

/s/ Thomas E. McCabe

Name: Thomas E. McCabe

Title: Senior Vice President, General Counsel and Secretary