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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): January 30, 1998
THE BOEING COMPANY
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(Exact name of registrant as specified in its charter)
Delaware 1-442 91-0425694
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(State or Other (Commission File No.) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
7755 East Marginal Way South
Seattle, Washington 98108
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(Address of Principal Executive Offices, Including Zip Code)
(206) 655-2121
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(Registrant's Telephone Number, Including Area Code)
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ITEM 5. OTHER EVENTS
The following description of common stock, par value $5.00 per share
(the "Common Stock"), updates and supersedes the description of Common Stock
contained in the Company's Registration Statement on Form 10 (Registration No.
1-442) filed with the Securities and Exchange Commission (the "Commission") on
April 20, 1935, including any amendments or reports filed prior to the date
hereof for the purpose of updating such description. The following description
is a summary, does not purport to be complete or to give a complete description
of applicable statutory or common law, and is subject in all respects to the
applicable provisions of law, and to the Company's Restated Certificate of
Incorporation (the "Certificate"), and the Company's Amended and
Restated By-Laws (the "By-Laws"), which are filed as Exhibits 4.1 and 4.2
hereto, respectively, and are incorporated herein by reference.
DESCRIPTION OF COMMON STOCK
The total number of shares of capital stock of the Company authorized
by the Certificate is 1,220,000,000 consisting of 1,200,000,000 shares of Common
Stock, and 20,000,000 shares of preferred stock, par value $1.00 per share (the
"Preferred Stock"). Holders of Common Stock are entitled to receive such
dividends as may be declared by the board of directors of the Company (the
"Board") out of legally available funds, and are entitled to share pro rata in
any distributions to shareholders, subject to the preferences of any Preferred
Stock which may be issued and to restrictions contained in agreements to which
the Company is a party. No preemptive, conversion or redemption rights or
sinking funds provisions are applicable to the Common Stock. All outstanding
shares of Common Stock are fully paid and nonassessable. All holders of the
Common Stock are entitled to one vote per share on all matters to be voted on by
Boeing shareholders, including the election of directors. Shareholders do not
have cumulative voting rights in election of directors. Generally, the
affirmative vote of the holders of a majority of the shares present or
represented by proxy and entitled to vote at a shareholders' meeting is required
for shareholder action, except in the circumstances outlined below.
In addition to any affirmative vote required by law or by the
Certificate, certain "business combinations," as defined in the Certificate,
must be approved by the affirmative vote of at least 75% of the voting stock,
unless a minimum price is received by all shareholders or certain other
conditions are met. Other provisions in the By-Laws and in the Certificate may
have the effect of delaying, deferring or preventing a change in control of the
Company and may adversely affect the voting and other rights of the holders of
Common Stock. Such provisions include staggered terms of directors of the
Company and the requirement for the vote of at least 75% of the outstanding
shares of voting stock to amend certain provisions of the By-Laws and the
Certificate regarding the method of filling vacancies on the Board, cumulative
voting, notice requirements for meetings, removal of directors, future issuances
of Preferred Stock, if any, and other matters.
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The Certificate authorizes the Board, without any further approval, to
(i) divide the Preferred Stock into series, (ii) designate each such series,
(iii) fix and determine dividend rights, (iv) determine the price, terms and
conditions on which shares of Preferred Stock may be redeemed, (v) determine the
amount payable to holders of Preferred Stock in the event of voluntary or
involuntary liquidation, (vi) determine any sinking fund provisions, and (vii)
establish any voting, preemption or conversion privileges.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statement of businesses acquired: not applicable
(b) Pro forma financial information: not applicable
(c) Exhibits:
EXHIBIT NO. DESCRIPTION
4.1 Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3(iii) to the
Registrant's Quarterly Report on Form 10-Q (File No. 1-442)
for the quarterly period ended June 30, 1997).
4.2 By-Laws of the Registrant, amended as of August 26, 1996
(incorporated by reference to Exhibit 3(ii) to the
Registrant's Registration Statement (No. 333-15001) on Form
S-4 filed with the Commission on October 29, 1996).
SIGNATURE
Pursuant to the requirements of the Exchange Act, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
THE BOEING COMPANY
Dated: January 30, 1998
By /s/ Kathryn A. Brown
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Kathryn A. Brown, Assistant Corporate
Secretary and Counsel
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EXHIBIT NO. DESCRIPTION
4.1 Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3(iii) to the
Registrant's Quarterly Report on Form 10-Q (File No. 1-442)
for the quarterly period ended June 30, 1997).
4.2 By-Laws of the Registrant, amended as of August 26, 1996
(incorporated by reference to Exhibit 3(ii) to the
Registrant's Registration Statement (No. 333-15001) on Form
S-4 filed with the Commission on October 29, 1996).
