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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): November 9, 1998
GETTY IMAGES, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 000-23747 98-0177556
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
2101 Fourth Avenue, Fifth Floor, Seattle, Washington 98121
101 Bayham Street, London, England NW1 0AG
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(Addresses of principal executive offices) (Zip Code)
Registrant's telephone numbers, including area code: (206) 695-3400
(01144171) 544-3456
None
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(Former name or former address, if changed since last report.)
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Item 5. Other Events.
On November 9, 1998, Getty Images, Inc., a Delaware corporation
(the "Company"), filed a Certificate of Amendment (the "Certificate of
Amendment") to the Certificate of Incorporation of the Company (the "Certificate
of Incorporation") with the Secretary of State of the State of Delaware which
was duly adopted by stockholders of the Company at the 1998 Annual Meeting of
Stockholders held on September 1, 1998.
In general, the Certificate of Incorporation has been amended as
follows:
1. Article IV, Section 4.01 was amended to increase the total number
of shares of all classes of capital stock that the Company has the authority
to issue from 55,000,000 to 80,000,000 shares of capital stock of which (i)
75,000,000 shares will be common stock, par value $0.01 per share, and (ii)
5,000,000 shares will be preferred stock, par value $0.01 per share.
A copy of the Certificate of Amendment is attached hereto as Exhibit
1.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits
1. Certificate of Amendment to the Certificate of
Incorporation of Getty Images, Inc., filed on November
9, 1998, with the Secretary of State of the State of
Delaware.
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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.
GETTY IMAGES, INC.
By: /s/ Jonathan Klein
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Jonathan Klein
Chief Executive Officer
Dated: November 9, 1998
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
1 Certificate of Amendment to
the Certificate of
Incorporation of Getty
Images, Inc., filed on
November 9, 1998, with
the Secretary of State of the
State of Delaware.
</TABLE>
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EXHIBIT 1
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
GETTY IMAGES, INC.
GETTY IMAGES, INC., a Delaware corporation, HEREBY CERTIFIES AS FOLLOWS:
1. The name of the corporation is Getty Images, Inc. (the "Corporation").
The date of filing of its Certificate of Incorporation with the Secretary of
State of the State of Delaware was September 4, 1997. Certificates of Amendment
were filed on October 6, 1997 and February 6, 1998.
2. This Certificate of Amendment sets forth an amendment to the
Certificate of Incorporation of the Corporation which was duly adopted by
stockholders of the Corporation entitled to vote thereon at the 1998 Annual
Meeting of Stockholders held on September 1, 1998 in accordance with the
provisions of Sections 242 and 211 of the General Corporation Law of the State
of Delaware.
3. Section 4.01 of the Article IV of the Certificate of Incorporation is
hereby amended in full to be and read as follows:
"SECTION 4.01. Authorized Capital. The total number of shares of all
classes of capital stock that the Corporation shall have the authority to issue
is 80,000,000 shares, of which (i) 75,000,000 shares shall be common stock, par
value $0.01 per share ("Common Stock"), and (ii) 5,000,000 shares shall be
preferred stock, par value $0.01 per share ("Preferred Stock")."
IN WITNESS WHEREOF, Getty Images, Inc. has caused this certificate to be
signed by Jonathan Klein, its Chief Executive Officer, and attested by Heather
Redman, its secretary, this 9th day of November 1998.
GETTY IMAGES, INC.
By: /s/ JONATHAN KLEIN
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Name: Jonathan Klein
Title: Chief Executive Officer
ATTEST:
/s/ HEATHER REDMAN
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Name: Heather Redman
Title: Secretary
