8-K: Current report filing
Published on September 22, 1999
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 22, 1999
KORN/FERRY INTERNATIONAL
(Exact name of registrant as specified in its charter)
(310) 843-4100
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
Effective September 22, 1999, the Registrant has changed its state of
incorporation from California to Delaware. This change in its state of
incorporation was approved by the holders of a majority of the Registrant's
outstanding shares of Common Stock at the Registrant's Annual Meeting of
Stockholders on September 22, 1999.
Upon reincorporation in the State of Delaware, the Registrant merged into
and is continuing its business as a Delaware corporation. The Reincorporation
will not result in any change in the Registrant's name, business, assets or
liabilities; will not cause the Registrant's corporate headquarters or other
facilities to be moved; and will not result in any relocation of management or
other employees.
Stockholders will not be required to undertake a mandatory exchange of the
Registrant's outstanding shares of common stock. Certificates for the
Registrant's shares automatically represent an equal number of shares in the
Delaware corporation upon completion of the merger. The Registrant's common
stock is deemed registered under Section 12(b) of the Securities Exchange Act of
1934, as amended, by operation of Rule 12g-3 thereunder.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit Description
Number
2.1 Agreement and Plan of Merger of Korn/Ferry International, a California
corporation and Korn/Ferry International, a Delaware corporation, dated
as of September 22, 1999.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
KORN/FERRY INTERNATIONAL
By: /s/ Elizabeth S.C.S. Murray
---------------------------
Elizabeth S.C.S. Murray
Chief Financial Officer
and Executive Vice President
Date: September 22, 1999