0001193125-14-239192.txt : 20140624 0001193125-14-239192.hdr.sgml : 20140624 20140617161854 ACCESSION NUMBER: 0001193125-14-239192 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140613 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140617 DATE AS OF CHANGE: 20140617 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JARDEN CORP CENTRAL INDEX KEY: 0000895655 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MISCELLANEOUS NONDURABLE GOODS [5190] IRS NUMBER: 351828377 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13665 FILM NUMBER: 14925527 BUSINESS ADDRESS: STREET 1: 555 THEODORE FREMD AVE CITY: RYE STATE: NY ZIP: 10580 BUSINESS PHONE: 914 967 9400 MAIL ADDRESS: STREET 1: 555 THEODORE FREMD STREET 2: AVE CITY: RYE STATE: NY ZIP: 10580 8-K 1 d741796d8k.htm FORM 8-K 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) June 13, 2014

 

 

Jarden Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-13665   35-1828377

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

1800 North Military Trail, Boca Raton, Florida   33431
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (561) 447-2520

(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

(a)

On June 12, 2014, at Jarden Corporation’s (the “Company”) annual meeting of stockholders (the “Annual Meeting”), the Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation, as amended (“Certificate of Incorporation”) to declassify the Company’s Board of Directors (the “Amendment”). The Amendment was adopted by the Company’s Board of Directors on February 22, 2014, subject to stockholder approval at the Annual Meeting. Following stockholder approval of the Amendment, a Certificate of Amendment to the Company’s Certificate of Incorporation was filed with the Secretary of State of Delaware on June 13, 2014, at which time the Amendment became effective.

The Amendment is summarized in the Company’s Proxy Statement, as filed with the Securities and Exchange Commission on April 28, 2014 (the “Proxy Statement”). A copy of the Certificate of Amendment containing the Amendment is filed 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 Amendment of the Restated Certificate of Incorporation of the Company.

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.

Dated: June 17, 2014

 

JARDEN CORPORATION
By:  

/s/ John E. Capps

Name:   John E. Capps
Title:  

Executive Vice President - Administration, General Counsel and Secretary

Exhibit Index

 

Number

   

Exhibit

3.1    Certificate of Amendment of the Restated Certificate of Incorporation of the Company.
 EX-3.1 2 d741796dex31.htm EX-3.1 EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF THE

RESTATED CERTIFICATE OF INCORPORATION

OF

JARDEN CORPORATION

(Under Section 242 of the General Corporation Law)

Jarden Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify:

1. The name of the Corporation is Jarden Corporation.

2. The original certificate of incorporation of the Corporation was filed with the Secretary of State of Delaware on December 11, 2001, under the name of “Alltrista Reincorporation Mergersub, Inc.,” and the original certificate of incorporation was restated on December 18, 2001 (the “Restated Certificate of Incorporation”), and amendments to the Restated Certificate of Incorporation were subsequently duly filed and recorded.

3. The Restated Certificate of Incorporation is hereby amended by striking out Section A of Article VI and substituting in lieu of said Section A of Article VI, the following new Section A of Article VI:

“Section A. Number and Term.

The maximum number of directors shall be ten and the minimum number shall be two. The exact number may from time to time be specified by the Bylaws of the Corporation at not less than two nor more than ten. If the number of directors is not specified by the Bylaws, the number shall be six. Subject to the rights, if any, of the holders of shares of any class or series of Preferred Stock then outstanding to elect directors under specified circumstances as may be required by the GCL or applicable regulations of any exchange on which the Corporation’s capital stock may be listed, the directors shall be classified, with respect to the time for which they severally hold office, into three (3) classes, as nearly equal in number as possible, as shall be specified by the Bylaws, one (1) class to be originally elected for a term expiring at the Annual Meeting of Shareholders to be held in 2002, another class to be originally elected for a term expiring at the Annual Meeting of Shareholders to be held in 2003, and another class to be originally elected for a term expiring at the

Annual Meeting of Shareholders to be held in 2004, with each director to hold office until his successor is elected and qualified. At each Annual Meeting of Shareholders of the Corporation, the successor of each director whose term expires at that Annual Meeting shall be elected to hold office for a term expiring at the Annual Meeting of Shareholders held in the third year following the year of his election, or until his successor is elected and qualified. Notwithstanding the foregoing, at the Annual Meeting of Shareholders to be held in each of 2015 and in 2016, the class of directors standing for election shall be elected for a term expiring at the Annual Meeting of Shareholders to be held in 2017. Commencing with the Annual Meeting of Shareholders in 2017, the classification of the directors shall cease and at such Annual Meeting and each Annual Meeting of Shareholders thereafter, the directors shall be elected for terms expiring at the next succeeding Annual Meeting of Shareholders, with each director to hold office until his or her successor shall have been duly elected and qualified.”

4. This Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

5. This Certificate of Amendment shall be effective upon filing.

[signature page follows]

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of the Restated Certificate of Incorporation, to be executed by its officer this 13th day of June, 2014.

 

By:  

/s/ John E. Capps

Name:   John E. Capps

Title:

  

Executive Vice President - Administration, General Counsel and Secretary