UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) September 12, 2014
Reynolds American Inc.
(Exact Name of Registrant as Specified in its Charter)
| North Carolina | 1-32258 | 20-0546644 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
401 North Main Street,
Winston-Salem, NC 27101
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: 336-741-2000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| ITEM 5.05 | Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics. |
On September 12, 2014, the Board of Directors of Reynolds American Inc., referred to as RAI, approved and adopted amendments to RAI’s Code of Conduct. The amendments to the Code of Conduct clarify, update or enhance the descriptions of the standards of conduct that are expected of all directors, officers and employees of RAI and its subsidiaries. The amendments include updates to the introductory message from RAI’s President and Chief Executive Officer and clarifications and enhancements to the sections on Preventing Youth Tobacco Use, Insider Trading and Stock Tipping, and Trading Blackout Periods.
None of the amendments to the Code of Conduct constitute a waiver of any provision of the Code of Conduct on behalf of RAI’s Chief Executive Officer, Chief Financial Officer, or Chief Accounting Officer.
The foregoing summary of the amendments to the Code of Conduct is subject to and qualified in its entirety by reference to the full text of the Code of Conduct as so amended, a copy of which is attached hereto as Exhibit 14.1 and incorporated herein by reference. The amended Code of Conduct is also posted on RAI’s website at www.reynoldsamerican.com under the “Corporate Governance” subsection of the “Governance” tab. The information contained on or accessible through RAI’s website shall not be deemed to be a part of this Current Report on Form 8-K.
| ITEM 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
The following are filed as exhibits to this Current Report on Form 8-K.
| Number |
Exhibit | |
| 14.1 | Reynolds American Inc. Code of Conduct, as amended effective September 12, 2014 | |
SIGNATURE
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.
| REYNOLDS AMERICAN INC. | ||
| By: | /s/ McDara P. Folan, III | |
| Name: | McDara P. Folan, III | |
| Title: | Senior Vice President, Deputy General Counsel and Secretary | |
Date: September 17, 2014
INDEX TO EXHIBITS
| Number |
Exhibit | |
| 14.1 | Reynolds American Inc. Code of Conduct, as amended effective September 12, 2014 | |