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
Date of Report: July 23, 1999
United International Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-21974 84-1116217
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification #)
incorporation)
4643 South Ulster Street, Suite 1300, Denver, CO 80237
(Address of Principal Executive Office)
(303) 770-4001
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
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At a Special Meeting of Stockholders held on July 23, 1999, the Stockholders of
the Company approved two amendments to the Company's Second Restated Certificate
of Incorporation. The first amendment changes the Company's name to
UnitedGlobalCom, Inc. The second amendment increases the authorized capital
stock of the Company. A copy of the amendments as filed with the Delaware
Secretary of State is attached hereto as Exhibit 3.1.
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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.
UNITED INTERNATIONAL HOLDINGS, INC.
DATE: July 23, 1999 By: /s/ Valerie L. Cover
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Valerie L. Cover
Vice President and Controller
(a Duly Authorized Officer and
Principal Financial Officer)
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Exhibit 3.1
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Certificate of Amendment of
Second Restated Certificate of Incorporation of
UNITED INTERNATIONAL HOLDINGS, INC.
UNITED INTERNATIONAL HOLDINGS, INC., a Delaware corporation (the
"Corporation"), hereby certifies that:
1. The amendments set forth herein have been duly adopted in accordance
with Section 242 of the General Corporation Law of Delaware.
2. Article FIRST of the Corporation's Second Restated Certificate of
Incorporation is hereby amended to read in its entirety, as follows:
The name of the corporation (the "Corporation") is: UNITEDGLOBALCOM,
INC.
3. The first paragraph of the Corporation's Second Restated Certificate of
Incorporation, which immediately precedes Section A of Article FOURTH, is hereby
amended to read in its entirety, as follows:
(a) AUTHORIZED SHARES. The total number of shares of stock that the
Corporation shall have authority to issue is 243,000,000 divided into
the following classes:
(i) 210,000,000 shares of Class A Common Stock, par value
$.01 per share;
(ii) 30,000,000 shares of Class B Common Stock, par value
$.01 per share;
(iii) 3,000,000 shares of preferred stock, par value $.01 per
share.
The number of authorized shares of Class A Common Stock or Class B
Common Stock may be increased or decreased (but not below the number of
shares thereof then outstanding) by an amendment to the Certificate of
Incorporation approved by the affirmative vote of the holders of a
majority of the Class A Common Stock and Class B Common Stock, voting
together and without separate class votes.
4. All other remaining provisions of the Second Restated Certificate of
Incorporation not amended hereby shall remain unchanged and in full force and
effect.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed on this 23rd day of July, 1999.
United International Holdings, Inc.
By: /s/ Ellen P. Spangler
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Ellen P. Spangler
Senior Vice President and Secretary
