SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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):
July 3, 2000
Lexmark International, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-14050 06-1308215
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(State or other Jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification No.)
One Lexmark Centre Drive, 740 West New Circle Road, Lexington, Kentucky 40550
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (859) 232-2000
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Lexmark International Group, Inc.
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(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
ITEM 5. OTHER EVENTS.
For purposes of this Current Report, the "Corporation" shall
mean the surviving company pursuant to the merger, effective as of July 1, 2000,
12:01 a.m. Eastern Daylight Savings Time (the "Effective Time"), of Lexmark
International Group, Inc. ("Group") with and into its wholly-owned subsidiary,
Lexmark International, Inc. ("International"), whereby International became the
surviving company (the "Merger").
On April 27, 2000, the stockholders of Group approved the
Merger pursuant to which the holding company structure between Group and
International would be eliminated.
As of the Effective Time, the Corporation's Certificate of
Incorporation and By-Laws are identical to Group's Certificate of Incorporation
and By-Laws and the Corporation has the same consolidated assets, liabilities
and stockholders' equity as Group. The Corporation has the same directors, in
the same classes and with the same terms, and the same officers as Group. The
Corporation also assumed all of Group's benefit plans for employees, retirees
and directors and each outstanding Group stock based award was converted into an
identical stock based award in the Corporation.
Pursuant to the Merger, Group's stockholders automatically
received one share of the Corporation's Class A Common Stock for each share of
Group Class A Common Stock, along with the associated rights attaching pursuant
to the Stockholder Rights Plan, to which the Corporation is a successor. There
is no need to exchange share certificates because the conversion was automatic.
The Corporation's Class A Common Stock and associated rights have the same
rights and privileges as Group's Class A Common Stock and associated rights. The
Class A Common Stock and associated rights of the Corporation are deemed to be
registered under Section 12(b) of the Exchange Act by operation of Rule
12g-3(a). The Corporation's Class A Common Stock is listed on the New York Stock
Exchange under the ticker symbol, "LXK."
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
LEXMARK INTERNATIONAL, INC.
By: /s/ Gary E. Morin
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Name: Gary E. Morin
Title: Executive Vice President and Chief
Financial Officer
Date: July 3, 2000
