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DIN > SEC Filings for DIN > Form 8-K on 18-Dec-2012All Recent SEC Filings

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Form 8-K for DINEEQUITY, INC


18-Dec-2012

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statem


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

On November 29, 2012, DineEquity, Inc., a Delaware corporation (the "Corporation"), completed the automatic conversion of its Series B Convertible Preferred Stock (the "Series B Preferred Stock"). As a result of this automatic conversion, there are no longer any issued and outstanding shares of Series B Preferred Stock. The Corporation also previously redeemed all of its outstanding Series A Perpetual Preferred Stock (the "Series A Preferred Stock"). On December 14, 2012, the Corporation filed a Certificate of Elimination of the Series A Preferred Stock and a Certificate of Elimination of the Series B Preferred Stock with the Secretary of State of the State of Delaware to eliminate its Series A Preferred Stock and Series B Preferred Stock.

The Certificates of Elimination, effective upon filing, had the effect of eliminating from the Corporation's Restated Certificate of Incorporation, as amended, all matters set forth in the Certificate of Designations of the Series A Preferred Stock and the Certificate of Designations of the Series B Preferred Stock with respect to such series, both of which were previously filed by the Corporation with the Secretary of State on November 29, 2007.

On December 17, 2012, the Corporation also filed a Restated Certificate of Incorporation to reflect all prior amendments through and including the filing of the Certificates of Elimination. A copy of the Certificate of Elimination of the Series A Preferred Stock, the Certificate of Elimination of the Series B Preferred Stock, and the Restated Certificate of Incorporation of DineEquity, Inc. are filed with this Current Report on Form 8-K as Exhibits 99.1, 99.2 and 99.3, respectively, and are incorporated by reference into this Item 5.03.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number                                   Description
99.1          Certificate of Elimination of the Series A Perpetual Preferred
              Stock of DineEquity, Inc., filed with the Secretary of State of
              the State of Delaware on December 14, 2012

99.2          Certificate of Elimination of the Series B Convertible Preferred
              Stock of DineEquity, Inc., filed with the Secretary of State of
              the State of Delaware on December 14, 2012

99.3          Restated Certificate of Incorporation of DineEquity, Inc., filed
              with the Secretary of State of the State of Delaware on
              December 17, 2012


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