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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 (Date of earliest event reported): May 30, 1996
Coty US Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-13714 06-1342491
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
237 Park Avenue, New York, New York 10017
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 850-2300
Coty Inc.
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On May 20, 1996, the Board of Directors of the Registrant resolved
to amend the Amended and Restated Certificate of Incorporation of the
Registrant to change its corporate name from Coty Inc. to Coty US Inc.
The amendment was approved by the Registrant's sole stockholder on
May 20, 1996. Accordingly, a Certificate of Amendment of the Amended and
Restated Certificate of Incorporation of the Registrant was filed with
the Secretary of State of Delaware on May 30, 1996 effecting said name
change.
A copy of the Certificate of Amendment of the Amended and Restated
Certificate of Incorporation of the Registrant is filed as Exhibit 3.2 to
this Report and is hereby incorporated by reference.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired. None.
(b) Pro Forma Financial Information. None.
(c) Exhibits.
Exhibit No. Description
3.1 Amended and Restated Certificate of Incorporation of
Coty Inc. dated December 14, 1994
3.2 Certificate of Amendment of the Amended and Restated
Certificate of Incorporation of Coty Inc. dated May 22, 1996
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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.
COTY US INC.
Dated: May 30, 1996 By: /s/ Michael J. McNamara
Michael J. McNamara
Vice President, Finance
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EXHIBIT INDEX
Exhibit No. Description
3.1 Amended and Restated Certificate of
Incorporation of Coty Inc. dated
December 14, 1994
3.2 Certificate of Amendment of the Amended
and Restated Certificate of Incorporation
of Coty Inc. dated May 22, 1996
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Exhibit 3.1
AMENDED
AND
RESTATED CERTIFICATE
OF
INCORPORATION
OF
COTY INC.
(Pursuant to Sections 228, 242 and 245 of the
General Corporation Law of the State of Delaware)
COTY INC., a corporation duly organized and existing under the laws of
the State of Delaware (the "Corporation"), does hereby certify as follows:
FIRST: That the name of the Corporation is COTY INC.
SECOND: That the Certificate of Incorporation of the Corporation was
originally filed with the Secretary of State of Delaware on May 13, 1992.
THIRD: That the Directors of the Corporation, by written consent,
adopted the following resolution:
"RESOLVED: That the Certificate of Incorporation of the Corporation
(the "Certificate") be amended and restated so that as amended and restated
said Certificate shall be and read in its entirety as described in the Amended
and Restated Certificate of Incorporation attached hereto as Exhibit A
(the "Restated Certificate"), and that the Restated Certificate is
recommended to the stockholders for approval as being advisable and in the
best interests of the Corporation."
FOURTH: That in lieu of a meeting and vote of stockholders, consents
in writing have been signed by holders of outstanding stock having not less
than the minimum number of votes that is necessary to consent to this
amendment and restatement and written notice has been given in accordance
with the provisions of Section 228 of the General Corporation Law of the
State of Delaware.
FIFTH: That the aforesaid Restated Certificate of Incorporation was
duly adopted in accordance with the provisions in Sections 242 and 245 of
the General Corporation Law of the State of Delaware.
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IN WITNESS WHEREOF, said COTY INC., has caused this Certificate to be
executed by Jerry L. Abernathy, its President, and attested by W. Howard
Foote, Jr., its Secretary, this 14th day of December, 1994.
COTY INC.
BY:/s/ Jerry L. Abernathy
Name: Jerry L. Abernathy
Title: President
ATTEST:
By:/s/ W. Howard Foote, Jr.
Name: W. Howard Foote, Jr.
Title: Secretary
[Seal]
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EXHIBIT A
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
COTY INC.
(Incorporated May 13, 1992)
* * * * * *
FIRST: The name of the Corporation is Coty Inc. (the "Corporation").
SECOND: The address of its registered office in the State of Delaware
and the name of the registered agent at such address is The Corporation
Trust Company, Corporation Trust Center, 1209 Orange Street, City of
Wilmington, County of New Castle, Delaware 19801.
THIRD: The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware as the same exists or may hereafter
be amended ("Delaware Law").
FOURTH: The total number of shares of all classes of capital stock
which the Corporation shall have authority to issue is 3,000 shares,
consisting of 2,000 shares of Common Stock with a par value of One Dollar
($1.00) per share (the "Common Stock") and 1,000 shares of Preferred Stock
with a par value of One Dollar ($1.00) per share (the "Preferred Stock").
A description of the respective classes of stock and a statement of
the designations, preferences, voting powers (or no voting powers),
relative, participating, optional or other special rights and privileges and
the qualifications, limitations and restrictions of the Preferred Stock and
Common Stock are as follows:
A. PREFERRED STOCK
The Preferred Stock may be issued in one or more series at such time or
times and for such consideration or considerations as a majority of the Board
of Directors of the Corporation may determine. Each series shall be so
designated as to distinguish the shares thereof from the shares of all other
series and classes of capital stock. Except as otherwise provided in this
Certificate of Incorporation, different series of Preferred Stock shall not be
construed to constitute different classes of shares for the purpose of voting
by classes.
The Board of Directors is expressly authorized to provide for the
issuance of all or any shares of the Preferred Stock in one or more series,
each with such designations, preferences, voting powers (or no voting
powers), relative, participating, optional or other special rights and
privileges and such qualifications, limitations or restrictions thereof as
shall be stated in the
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resolution or resolutions adopted by the Board of
Directors to create such series, and a certificate of said resolution or
resolutions shall be filed in accordance with the General Corporation Law
of the State of Delaware. The authority of the Board of Directors with
respect to each such series shall include, without limitation, the right
to provide that the shares of each such series may: (i) have such distinctive
designation and consist of such number of shares; (ii) be subject to
redemption at such time or times and at such price or prices; (iii) be
entitled to the benefit of a retirement or sinking fund for the redemption
of such series on such terms and in such amounts; (iv) be entitled to
receive dividends (which may be cumulative or non-cumulative) at such rates,
on such conditions, and at such times, and payable in preference to, or in
such relation to, the dividends payable on any other class or classes or any
other series of stock; (v) be entitled to such rights upon the voluntary
or involuntary liquidation, dissolution or winding up of the affairs, or
upon any distribution of the assets of the Corporation in preference to,
or in such relation to, any other class or classes or any other series of
stock; (vi) be convertible into, or exchangeable for, shares of any other
class or classes or any other series of stock at such price or prices or
at such rates of exchange and with such adjustments, if any; (vii) be
entitled to the benefit of such conditions, limitations or restrictions,
if any, on the creation of indebtedness, the issuance of additional
shares of such series or shares of any other series of Preferred Stock,
the amendment of this Certification of Incorporation or the Corporation's
By-Laws, the payment of dividends or the making of other distributions on,
or the purchase, redemption or other acquisition by the Corporation of,
any other class or classes or series of stock, or any other corporate
action; or (viii) be entitled to such other preferences, powers,
qualifications, rights and privileges, all as the Board of Directors may
deem advisable and as are not inconsistent with law and the provisions of
this Certificate of Incorporation.
B. COMMON STOCK
1. General. All preferences, voting powers, relative,
participating, optional or other special rights and privileges, and
qualifications, limitations, or restrictions of the Common Stock are
expressly made subject and subordinate to those that may be fixed with
respect to any shares of the Preferred Stock.
2. Voting Rights. Except as otherwise required by law or this
Certificate of Incorporation, each holder of Common Stock shall have one
vote in respect of each share of stock held by him of record on the books
of the Corporation for the election of directors and on all matters
submitted to a vote of stockholders of the Corporation.
3. Dividends. Subject to the preferential rights of the Preferred
Stock, if any, the holders of shares of Common Stock shall be entitled to
receive, when and if declared by the Board of Directors, out of the assets
of the Corporation which are by law available therefor, dividends payable
either in cash, in property or in shares of capital stock.
4. Dissolution, Liquidation or Winding Up. In the event of any
dissolution, liquidation or winding up of the affairs of the Corporation,
after distribution in full of the preferential amounts, if any, to be
distributed to the holders of shares of the Preferred Stock,
holders of Common Stock shall be entitled, unless otherwise provided by law
or this
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Certificate of Incorporation, to receive all of the remaining assets of the
Corporation of whatever kind available for distribution to stockholders
ratably in proportion to the number of shares of Common Stock held by them
respectively.
FIFTH: The Board of Directors shall have the power to adopt, amend
or repeal the bylaws of the Corporation.
SIXTH: Election of directors need not be by written ballot unless the
bylaws of the Corporation so provide.
SEVENTH: (1) A director of the Corporation shall not be liable to
the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director to the fullest extent permitted by Delaware
Law.
(2)(a) Each person (and the heirs, executors or administrators of
such person) who was or is a party or is threatened to be made a party to,
or is involved in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director of the Corporation
or is or was serving at the request of the Corporation as a director of
another corporation, partnership, joint venture, trust or other enterprise,
shall be indemnified and held harmless by the Corporation to the fullest
extent permitted by Delaware Law. The right to indemnification conferred in
this ARTICLE SEVENTH shall also include the right to be paid by the
Corporation the expenses incurred in connection with any such proceeding
in advance of its final disposition to the fullest extent authorized by
Delaware Law. The right to indemnification conferred in this ARTICLE
SEVENTH shall be a contract right.
(b) The Corporation may, by action of its Board of Directors, provide
indemnification to such of the officers, employees and agents of the
Corporation to such extent and to such effect as the Board of Directors
shall determine to be appropriate and authorized by Delaware Law.
(3) The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request
of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
any expense, liability or loss incurred by such person in any such capacity
or arising out of his status as such, whether or not the Corporation would
have the power to indemnify him against such liability under Delaware
Law.
(4) The rights and authority conferred in this ARTICLE SEVENTH shall
not be exclusive of any other right which any person may otherwise have or
hereafter acquire.
(5) Neither the amendment nor repeal of this ARTICLE SEVENTH, nor the
adoption of any provision of this Certificate of Incorporation or the bylaws
of the Corporation, nor, to the fullest extent permitted by Delaware Law,
any modification of law, shall eliminate or reduce the
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effect of this ARTICLE SEVENTH in respect of any acts or omissions occurring
prior to such amendment, repeal, adoption or modification.
EIGHTH: The Corporation reserves the right to amend this Certificate
of Incorporation in any manner permitted by Delaware Law and, with the
sole exception of those rights and powers conferred under the above ARTICLE
SEVENTH, all rights and powers conferred herein on stockholders, directors
and officers, if any, are subject to this reserved power.
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Exhibit 3.2
CERTIFICATE OF AMENDMENT OF
THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF COTY INC.
Coty Inc., a Delaware corporation (the "Corporation"), does hereby
certify as follows:
FIRST: That the Board of Directors of the Corporation, by unanimous
written consent of its members, filed with the minutes of the board, duly
adopted resolutions setting forth a proposed amendment to the Amended and
Restated Certificate of Incorporation of the Corporation, declaring said
amendment to be advisable and recommending said amendment to the
stockholders of the Corporation for consideration and approval thereof.
The resolution setting forth the proposed amendment is as follows:
RESOLVED: That Article FIRST of the Amended and Restated Certificate
of Incorporation of the Corporation be amended to change
the Corporation's corporate name, so that as amended Article
FIRST shall read in its entirety as follows:
FIRST: The name of the Corporation is Coty US Inc. (the
"Corporation").
SECOND: That in lieu of a meeting and vote of stockholders, consents
in writing have been signed by holders of outstanding stock having not less
than the minimum number of votes that is necessary to consent to this
amendment in accordance with the provisions of Sections 228 and 242
of the General Corporation Law of the State of Delaware.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, Coty Inc. has caused this Certificate to be
executed in its corporate name this 22nd day of May, 1996.
COTY INC.
By: /s/ Jerry L. Abernathy
Name: Jerry L. Abernathy
Title: President
ATTEST:
By: /s/ W. Howard Foote, Jr.
Secretary
