0001299933-13-001686.txt : 20130920 0001299933-13-001686.hdr.sgml : 20130920 20130920161138 ACCESSION NUMBER: 0001299933-13-001686 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130920 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130920 DATE AS OF CHANGE: 20130920 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARTFORD FINANCIAL SERVICES GROUP INC/DE CENTRAL INDEX KEY: 0000874766 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 133317783 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13958 FILM NUMBER: 131108021 BUSINESS ADDRESS: STREET 1: ONE HARTFORD PLAZA CITY: HARTFORD STATE: CT ZIP: 06155 BUSINESS PHONE: 8605475000 MAIL ADDRESS: STREET 1: ONE HARTFORD PLAZA CITY: HARTFORD STATE: CT ZIP: 06155 FORMER COMPANY: FORMER CONFORMED NAME: ITT HARTFORD GROUP INC /DE DATE OF NAME CHANGE: 19930328 8-K 1 htm_48508.htm LIVE FILING The Hartford Financial Services Group, Inc. (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 20, 2013

The Hartford Financial Services Group, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 001-13958 13-3317783
_____________________
(State or other jurisdiction 		_____________
(Commission 		______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
One Hartford Plaza, Hartford, Connecticut   06155
_________________________________
(Address of principal executive offices) 		  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   860-547-5000

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 20, 2013, The Hartford Financial Services Group, Inc. (the "Company") filed a Certificate of Elimination with the Secretary of State of Delaware effecting the elimination of the Certificates of Designations, Preferences and Rights of the Company’s Series B Non-Voting Contingent Convertible Preferred Stock (the "Series B Preferred Stock"), Series C Non-Voting Contingent Convertible Preferred Stock (the "Series C Preferred Stock"), and 7.25% Mandatory Convertible Preferred Stock, Series F (the "Series F Preferred Stock"). As of September 20, 2013, no shares of Series B Preferred Stock, Series C Preferred Stock and Series F Preferred Stock were outstanding. The Certificate of Elimination is attached to this report as Exhibit 3.1 and is incorporated by reference herein.





Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

3.1 Certificate of Elimination of the Series B Non-Voting Contingent Convertible Preferred Stock, Series C Non-Voting Contingent Convertible Preferred Stock, and 7.25% Mandatory Convertible Preferred Stock, Series F of The Hartford Financial Services Group, Inc.





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 Hartford Financial Services Group, Inc.
          
September 20, 2013   By:   Donald C. Hunt
       
        Name: Donald C. Hunt
        Title: Vice President and Corporate Secretary

Exhibit Index


     
Exhibit No.   Description
 
3.1
  Certificate of Elimination of the Series B Non-Voting Contingent Convertible Preferred Stock, Series C Non-Voting Contingent Convertible Preferred Stock, and 7.25% Mandatory Convertible Preferred Stock, Series F of The Hartford Financial Services Group, Inc.
EX-3.1 2 exhibit1.htm EX-3.1 EX-3.1

CERTIFICATE OF ELIMINATION OF THE
SERIES B NON-VOTING CONTINGENT CONVERTIBLE PREFERRED STOCK, SERIES C NON-VOTING CONTINGENT
CONVERTIBLE PREFERRED STOCK AND 7.25% MANDATORY CONVERTIBLE PREFERRED STOCK, SERIES F OF
THE HARTFORD FINANCIAL SERVICES GROUP, INC.

Pursuant to Section 151(g)
of the General Corporation Law
of the State of Delaware

The Hartford Financial Services Group, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, hereby certifies as follows:

1. That, pursuant to Section 151 of the General Corporation Law of the State of Delaware and authority granted in the Restated Certificate of Incorporation of the Company, as theretofore amended, the Board of Directors of the Company, by resolution duly adopted, authorized the issuance of a series of 8,800,000 shares of Series B Non-Voting Contingent Convertible Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”), and established the voting and other powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions thereof, and, on October 17, 2008, filed a Certificate of Designations, Preferences and Rights (the “Series B Certificate of Designations”) with respect to such Series B Preferred Stock in the office of the Secretary of State of the State of Delaware.

2. That, pursuant to Section 151 of the General Corporation Law of the State of Delaware and authority granted in the Restated Certificate of Incorporation of the Company, as theretofore amended, the Board of Directors of the Company, by resolution duly adopted, authorized the issuance of a series of 8,900,000 shares of Series C Non-Voting Contingent Convertible Preferred Stock, par value $0.01 per share (the “Series C Preferred Stock”), and established the voting and other powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions thereof, and, on October 17, 2008, filed a Certificate of Designations, Preferences and Rights (the “Series C Certificate of Designations”) with respect to such Series C Preferred Stock in the office of the Secretary of State of the State of Delaware.

3. That, pursuant to Section 151 of the General Corporation Law of the State of Delaware and authority granted in the Restated Certificate of Incorporation of the Company, as theretofore amended, the Board of Directors of the Company, by resolution duly adopted, authorized the issuance of a series of 575,000 shares of 7.25% Mandatory Convertible Preferred Stock, Series F, par value $0.01 per share (the “Series F Preferred Stock,” and together with the Series B Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”), and established the voting and other powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions thereof, and, on March 23, 2010, filed a Certificate of Designations, Preferences and Rights (the “Series F Certificate of Designations,” and together with the Series B Certificate of Designations and the Series C Certificate of Designations, the “Certificates of Designation”) with respect to such Series F Preferred Stock in the office of the Secretary of State of the State of Delaware.

4. That no shares of said Preferred Stock are outstanding and no shares thereof will be issued subject to said Certificates of Designation.

5. That the Board of Directors of the Company has adopted the following resolutions:

WHEREAS, by resolution of the Board of Directors of the Company and by a Certificate of Designations, Preferences and Rights (the “Series B Certificate of Designations”) filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on October 17, 2008, the Company authorized the issuance of a series of 8,800,000 shares of Series B Non-Voting Contingent Convertible Preferred Stock, par value $0.01 per share, of the Company (the “Series B Preferred Stock”) and established the voting and other powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions thereof; and

WHEREAS, by resolution of the Board of Directors of the Company and by a Certificate of Designations, Preferences and Rights (the “Series C Certificate of Designations”) filed in the office of the Secretary of State on October 17, 2008, the Company authorized the issuance of a series of 8,900,000 shares of Series C Non-Voting Contingent Convertible Preferred Stock, par value $0.01 per share, of the Company (the “Series C Preferred Stock”) and established the voting and other powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions thereof; and

WHEREAS, by resolution of the Board of Directors of the Company and by a Certificate of Designations, Preferences and Rights (the “Series F Certificate of Designations,” and together with the Series B Certificate of Designations and the Series C Certificate of Designations, the “Certificates of Designation”) filed in the office of the Secretary of State on March 23, 2010, the Company authorized the issuance of a series of 575,000 shares of 7.25% Mandatory Convertible Preferred Stock, Series F, par value $0.01 per share, of the Company (the “Series F Preferred Stock,” and together with the Series B Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”) and established the voting and other powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions thereof; and

WHEREAS, as of the date hereof, no shares of such Preferred Stock are outstanding and no shares of such Preferred Stock will be issued subject to said Certificates of Designation; and

WHEREAS, it is desirable that all matters set forth in the Certificates of Designation with respect to such Preferred Stock be eliminated from the Restated Certificate of Incorporation, as heretofore amended, of the Company.

NOW, THEREFORE, BE IT AND IT HEREBY IS

RESOLVED, that all matters set forth in the Certificates of Designation with respect to such Preferred Stock be eliminated from the Restated Certificate of Incorporation, as heretofore amended, of the Company; and it is further

RESOLVED, that the officers of the Company be, and hereby are, authorized and directed to file a Certificate of Elimination with the office of the Secretary of State setting forth a copy of these resolutions whereupon all matters set forth in the Certificates of Designation with respect to such Preferred Stock shall be eliminated from the Restated Certificate of Incorporation, as heretofore amended, of the Company.

6. That, accordingly, all matters set forth in the Certificates of Designation with respect to the Preferred Stock be, and hereby are, eliminated from the Restated Certificate of Incorporation, as heretofore amended, of the Company.

[The Remainder of this Page Intentionally Left Blank]

IN WITNESS WHEREOF, The Hartford Financial Services Group, Inc. has caused this Certificate to be executed by its duly authorized officer this 20th day of September, 2013.

THE HARTFORD FINANCIAL SERVICES GROUP, INC.

By: /s/ Donald C. Hunt
Name: Donald C. Hunt
Title: Vice President and Corporate Secretary