Delta Air Lines, Inc. Form 8-K
UNITED
STATES
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
19, 2005
|
DELTA
AIR LINES, INC. |
|
(Exact name of registrant as specified in its
charter) |
|
Delaware |
001-05424 |
58-0218548 |
|
(State
or other jurisdiction
of
incorporation) |
(Commission
File
Number) |
(IRS
Employer
Identification
No.) |
|
P.O. Box 20706, Atlanta, Georgia
30320-6001 |
|
(Address of principal executive
offices) |
Registrant’s
telephone number, including area code: (404)
715-2600
Registrant’s
Web site address: www.delta.com
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year
At
Delta’s annual meeting of shareowners held on May 19, 2005, Delta’s shareowners
approved an amendment to Article Fourth of Delta’s Certificate of Incorporation
to increase the number of shares of Common Stock that Delta is authorized to
issue from 450 million to 900 million and to decrease the par value of the
Common Stock from $1.50 per share to $0.01 per share (the “Certificate
Amendment”). The Certificate Amendment, which is discussed in Delta’s 2005
proxy statement, became effective on May 19, 2005.
To
conform Delta’s By-Laws to the Certificate Amendment, Delta’s Board of Directors
amended Delta’s By-Laws as follows, effective on May 19, 2005:
(1) The first
two sentences of Section 2.1 of Delta’s By-Laws were amended to read as
follows:
“Until
otherwise provided by amendment to its Certificate of Incorporation, the
authorized capital stock of the corporation shall consist of 920,000,000 shares,
of which 900,000,000 shall be common stock of the par value of $0.01 per share
and 20,000,000 shall be preferred stock of the par value of $1.00 per share.
Shares of such authorized $0.01 par value common stock, in addition to the
shares now outstanding, up to the authorized maximum of 900,000,000 shares, may
be issued at such times, and from time to time, and may be sold for such
considerations, not less than the par value thereof, as shall be fixed and
determined by the board of directors.”
(2) Section
8.1 of the Table of Contents and Section 8.1 of the Company’s By-Laws were
amended to delete each reference to “$1.50” and replace such reference with
“$0.01”.
Delta’s
Certificate of Incorporation, as amended through May 19, 2005, is attached as
Exhibit 3.1, and Delta’s By-Laws, as amended through May 19, 2005, are attached
as Exhibit 3.2.
-2-
Item
9.01 Financial
Statements and Exhibits.
(c)
Exhibits.
|
Exhibit
3.1 |
Delta
Air Lines, Inc. Certificate of Incorporation, as amended through May 19,
2005. |
| |
|
|
Exhibit
3.2 |
Delta
Air Lines, Inc. By-Laws, as amended through May 19,
2005. |
| |
|
-3-
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.
| |
|
|
| |
DELTA AIR LINES,
INC. |
|
|
|
| |
By: |
/s/ Leslie P.
Klemperer |
| Date:
May 23, 2005 |
Leslie
P. Klemperer
Vice
President - Deputy General Counsel and
Secretary |
-4-
EXHIBIT INDEX
|
Exhibit
|
|
|
Number |
Description |
| |
|
|
Exhibit
3.1 |
Delta
Air Lines, Inc. Certificate of Incorporation, as amended through
May 19, 2005. |
| |
|
|
Exhibit
3.2 |
Delta
Air Lines, Inc. By-Laws, as amended through May 19,
2005. |
-5-