Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
THQI > SEC Filings for THQI > Form 8-K on 6-Jul-2012All Recent SEC Filings

Show all filings for THQ INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for THQ INC


6-Jul-2012

Material Modification to Rights of Security Holders, Amendments to Articles of Inc. or By


Item 3.03 Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.



Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On June 29, 2012, the stockholders of THQ Inc. (the "Company") voted to approve an amendment to the Company's Certificate of Incorporation to effect a reverse stock split of the Company's common stock. On the same date, the Company's Board of Directors authorized a reverse stock split of the Company's common stock at a ratio of one-for-ten (the "Reverse Stock Split") and an effective date of July 5, 2012 for the Reverse Stock Split.

On July 5, 2012, the Company filed a Certificate of Amendment of the Company's Certificate of Incorporation (the "Certificate of Amendment") with the Secretary of State of the State of Delaware to effect the Reverse Stock Split. The Certificate of Amendment provides that the Reverse Stock Split became effective as of 5:00 p.m., Pacific time, on July 5, 2012 (the "Effective Time"), at which time every ten (10) shares of the Company's issued and outstanding common stock were automatically combined into one (1) issued and outstanding share of the Company's common stock, without any change in the par value per share. The Certificate of Amendment provided that no fractional shares would be issued. Stockholders of record who otherwise would be entitled to receive fractional shares are entitled to an amount in cash (without interest or deduction) equal to the fraction of one share to which such stockholder would otherwise be entitled multiplied by $5.75. A copy of the Certificate of Amendment is attached as Exhibit 3.1 hereto and incorporated herein by reference.

Trading of the Company's common stock will continue on the NASDAQ Global Select Market on a Reverse Stock Split-adjusted basis. The new CUSIP number for the Company's common stock following the Reverse Stock Split is 872443 601.

A copy of the press release announcing the Reverse Stock Split is attached as Exhibit 99.1 hereto and incorporated herein by reference.



Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 29, 2012, the Company held a Special Meeting of Stockholders (the "Special Meeting"). The sole proposal submitted to a vote of the stockholders at the Special Meeting and the results of the voting on such proposal are noted below.

1. Approval of an amendment to the Company's certificate of incorporation to effect a Reverse Stock Split of the Company's common stock at a ratio of one-for-three, one-for-five, or one-for-ten, such ratio to be determined in the sole discretion of the Board:

                    Votes For     Votes Against    Votes Withheld  Broker Non-Votes
                   44,736,069       8,354,859         127,436             0
% of outstanding
  shares as of       65.29%           12.19%           0.19%              0%
  record date

Based on the votes set forth above, the proposal to approve the amendment to the Company's certificate of incorporation to effect the Reverse Stock Split received the affirmative vote of a majority of the outstanding shares of the Company's common stock as of the record date of the Special Meeting and thus has been approved.




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits
    Exhibit
    Number                                 Description
    3.1         Certificate of Amendment to the Certificate of Incorporation of
                THQ Inc., effective 5:00 p.m. Pacific Time, July 5, 2012
    99.1        Press release dated July 2, 2012 announcing the Reverse Stock
                Split


  Add THQI to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for THQI - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial      Sign Up Now


Copyright © 2013 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.