0000009389-17-000018.txt : 20170505 0000009389-17-000018.hdr.sgml : 20170505 20170505131739 ACCESSION NUMBER: 0000009389-17-000018 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170505 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170505 DATE AS OF CHANGE: 20170505 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BALL Corp CENTRAL INDEX KEY: 0000009389 STANDARD INDUSTRIAL CLASSIFICATION: METAL CANS [3411] IRS NUMBER: 350160610 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07349 FILM NUMBER: 17817401 BUSINESS ADDRESS: STREET 1: 10 LONGS PEAK DRIVE CITY: BROOMFIELD STATE: CO ZIP: 80021-2510 BUSINESS PHONE: 3034695511 MAIL ADDRESS: STREET 1: PO BOX 5000 CITY: BROOMFIELD STATE: CO ZIP: 80038-5000 FORMER COMPANY: FORMER CONFORMED NAME: BALL CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: BALL BROTHERS CO DATE OF NAME CHANGE: 19731115 8-K 1 f-8k.htm
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

May 5, 2017
(Date of earliest event reported)

 
BALL CORPORATION
  
 
(Exact name of Registrant as specified in its charter)
  

 
Indiana
  
001-07349
  
35-0160610
  
 
(State or other jurisdiction
  
(Commission
  
(IRS Employer
  
 
of Incorporation)
  
File No.)
  
Identification No.)
  

10 Longs Peak Drive, P.O. Box 5000, Broomfield, CO 80021-2510
(Address of principal executive offices, including ZIP Code)

(303) 469-3131
(Registrant's telephone number, including area code)

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 (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))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b‑2 of the Securities Exchange Act of 1934 (§240.12b‑2 of this chapter).
Emerging growth company
□
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
□
Ball Corporation
Current Report on Form 8‑K
Dated May 5, 2017


Item 5.03
Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
 
On May 5, 2017, Ball Corporation (the "Company") filed Articles of Amendment of the Amended Articles of Incorporation with the Indiana Secretary of State in order to effectuate an increase in the number of shares of authorized capital stock from 565,000,000 to 1,115,000,000, to designate 1,100,000,000 of such shares of capital stock as common shares and to effect the previously announced 2-for-1 stock split of the issues and outstanding common shares to be paid as a stock dividend on May 16, 2017, to shareholders of record as of May 8, 2017. The amendments were effective on May 4, 2017. The substantive text of the amendments is attached hereto as Exhibit 3(ii)(a).
 
Item 9.01
Financial Statements and Exhibits.
     
(d)
Exhibits.
The following is furnished as an exhibit to this form:
 
 
Exhibit No.
  
Description
       
 
Exhibit 3(ii)(a)
  
Substantive Text of Articles of Amendment

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.


 
BALL CORPORATION
  
 
(Registrant)
  
       
       
 
By:
/s/ Scott C. Morrison
  
   
Name:
Scott C. Morrison
  
   
Title:
Senior Vice President and
 Chief Financial Officer
  




Date: May 5, 2017

Ball Corporation
Form 8‑K
May 5, 2017


EXHIBIT INDEX
     
Description
  
Exhibit No.
     
Substantive Text of Articles of Amendment
  
3(ii)(a)
     
     

EX-3.(II)(A) 2 ex3iia.htm
Exhibit 3(ii)(a)


Substantive Text of Articles of Amendment


The Amended Articles of Incorporation are amended to replace Article V in its entirety, as follows:

"Article V

Amount of Capital Stock


On the close of business on May 16, 2017 (the "Effective Date"), each issued and unissued authorized share of Common Stock of the Corporation as of the close of business on the record date of May 8, 2017, is hereby the subject of a two for one stock split (the "2017 Stock Split"), changing each such share of Common Stock into two shares, to be effected as to each issued and outstanding share of Common Stock by way of a distribution of a stock dividend of one share for each share of Common Stock outstanding, and by adjusting on a two-for-one basis the number of shares of Common Stock as may be reserved for issuance; as a result, the total number of authorized shares of the capital stock of the Corporation shall be one billion, one hundred fifteen million (1,115,000,000) shares without par value."

The Amended Articles of Incorporation are further amended to replace Article VI, Section A.1 in its entirety, as follows:


"Article VI

Terms of Capital Stock


Section A. Designation of Classes and Number of Shares of Capital Stock

1.
Immediately following the 2017 Stock Split, one billion one hundred million (1,100,000,000) shares of the authorized capital stock without par value shall be known as Common Stock. The shares of Common Stock shall be identical with each other in all respects."