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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)
April 24, 1998
FMC CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-2376 94-4079804
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
200 East Randolph Drive, Chicago, Illinois 60601
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(Address of principal executive offices) (Zip Code)
(312) 861-6000
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Registrant's telephone number,
including area code
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Item 5. Other Events
At its annual meeting of stockholders on April 24, 1998, FMC Corporation
approved a resolution amending its Restated Certificate of Incorporation. The
amendment increases the number of shares of authorized Common Stock, par value
$.10 per share, from 60,000,000 to 130,000,000 shares.
The Amendment was duly adopted in accordance with Section 242 of the Delaware
General Corporation Law by the holders of a majority of the issued and
outstanding shares of Common Stock of FMC Corporation.
On April 24, 1998, FMC Corporation filed its Certificate of Amendment to its
Restated Certificate of Incorporation, providing that Article FOURTH, section
(a) of its Restated Certificate of Incorporation be amended to read as follows:
"The total number of shares of stock which the Corporation shall have
authority to issue is 135,000,000 shares, consisting of 130,000,000 shares
of Common Stock, par value $.10 per share, and 5,000,000 shares of
Preferred Stock, without par value."
Item 7. Financial Statements and Exhibits
(c) see exhibit index
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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 thereunto duly authorized.
FMC CORPORATION
By /s/ J. Paul McGrath
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J. Paul McGrath
Senior vice president, general
counsel and secretary
Date: April 27, 1998
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Exhibit Index
<TABLE>
<CAPTION>
Number in
Exhibit Table Description
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<S> <C>
3 Certificate of Amendment to Restated Certificate of
Incorporation of FMC Corporation
</TABLE>
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Exhibit 3
CERTIFICATE OF AMENDMENT
TO RESTATED CERTIFICATE OF INCORPORATION
OF
FMC CORPORATION
J. Paul McGrath and Charlotte Mitchell Smith, being the Senior Vice President,
General Counsel and Secretary and Assistant Secretary, respectively, of FMC
CORPORATION, a corporation organized and existing under and by virtue of the
Delaware General Corporation Law (the "Corporation"), do hereby certify as
follows:
1. That the Board of Directors of the Corporation, in accordance with
Section 242 of the Delaware General Corporation Law, adopted the resolution set
forth below proposing an amendment to the Restated Certificate of Incorporation
of the Corporation (the "Amendment") and further directed that the Amendment be
submitted to the stockholders of the Corporation for their consideration and
approval at an annual meeting of stockholders of the Corporation on April 24,
1998:
"RESOLVED, that the Board of Directors has determined that it is advisable
and in the best interest of the Corporation and its stockholders as a whole
that paragraph (a) of Article FOURTH of the Restated Certificate of
Incorporation be amended and restated to read as follows:
"The total number of shares of stock which the Corporation shall have
authority to issue is 135,000,000 shares, consisting of 130,000,000
shares of Common Stock, par value $.10 per share, and 5,000,000 shares
of Preferred Stock, without par value."
2. That the Amendment was duly adopted in accordance with Section 242 of
the Delaware General Corporation Law at an annual meeting of stockholders of the
Corporation by the holders of a majority of the issued and outstanding shares of
stock of the Corporation entitled to vote thereon.
IN WITNESS WHEREOF, FMC CORPORATION has caused this Certificate of Amendment to
be signed by J. Paul McGrath, its Senior Vice President, General Counsel and
Secretary and Charlotte Mitchell Smith, its Assistant Secretary, this 24th day
of April, 1998.
FMC CORPORATION
By: /s/ J. PAUL MCGRATH
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J. Paul McGrath
Senior Vice President, General Counsel and
Secretary
ATTEST:
/s/ CHARLOTTE MITCHELL SMITH
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Charlotte Mitchell Smith
Assistant Secretary
