BlackRock 8-K 2012
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): May 25, 2012 (May 24, 2012)
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code: (212) 810-5300
(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:
In connection with BlackRock, Inc.s (BlackRock) previously announced secondary offering of common stock of BlackRock, par value $0.01 per share (the Common Stock), including shares of Common Stock issuable upon the conversion of BlackRocks Series B Convertible Participating Preferred Stock, par value $0.01 per share (collectively, the Secondary Shares), and BlackRocks offering of its 1.375% Notes due 2015 and its 3.375% Notes due 2022 (collectively, the Notes), each pursuant to BlackRocks registration statement on Form S-3 (File No. 333-169328), BlackRock is filing the Opinion Letter of Skadden, Arps, Slate, Meagher & Flom LLP regarding the validity of the Secondary Shares and the Opinion Letter of Skadden, Arps, Slate, Meagher & Flom LLP regarding the validity of the Notes as Exhibits 5.1 and 5.2, respectively, to this Current Report on Form 8-K.
On May 24, 2012, BlackRocks stockholders approved an amendment to BlackRocks Amended and Restated Certificate of Incorporation (the Charter Amendment) at the 2012 Annual Meeting of Stockholders to eliminate BlackRocks classified board structure under which directors are elected for three-year terms. BlackRock is filing the Charter Amendment as Exhibit 3.1 to this Current Report on Form 8-K.
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.
Date: May 25, 2012