Bank of America 8-K 2010
As filed with the Securities and Exchange Commission on February 24, 2010
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 23, 2010
BANK OF AMERICA CORPORATION
(Exact name of registrant as specified in its charter)
(Registrants telephone number, including area code)
(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:
On February 23, 2010, pursuant to stockholder approval, Bank of America Corporation (the Corporation) amended its Amended and Restated Certificate of Incorporation (the Certificate of Incorporation) to provide for an increase in the number of shares of the Corporations common stock authorized for issuance from 10 billion to 11.3 billion. A copy of the Certificate of Amendment to the Amended and Restated Certificate of Incorporation (the Amendment) is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
On February 23, 2010, the Corporation announced the results of its Special Meeting of Stockholders held on February 23, 2010 in Charlotte, North Carolina, at which the stockholders approved the Amendment. The Corporation also announced the automatic conversion in full, effective at 9:30 a.m. on February 24, 2010, of all the outstanding shares of the Corporations Common Equivalent Junior Preferred Stock, Series S, $0.01 par value (the Series S Preferred Stock), into an aggregate of 1.286 billion shares of the Corporations common stock, pursuant to the terms of the Series S Preferred Stock. The Series S Preferred Stock was issued on December 9, 2009 in connection with the Corporations issuance of $19.3 billion, or 1.286 billion, Common Equivalent Securities (the Common Equivalent Securities). Each Common Equivalent Security consisted of one depositary share representing a 1/1000th interest in a share of Series S Preferred Stock, and a warrant (the Contingent Warrant) to purchase a fractional share of the Corporations common stock. On February 24, 2010, the Contingent Warrants automatically expired without having become exercisable, the Series S Preferred Stock converted in full into shares of the Corporations Common Stock at the rate of 1,000 shares of Common Stock for each share of Series S Preferred Stock outstanding, and the Common Equivalent Securities ceased to exist. A copy of the news release announcing such results and the conversion of the Series S Preferred Stock is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The following exhibits are filed herewith:
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.
Dated: February 24, 2010
INDEX TO EXHIBITS