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): December 10, 2018

KORN/FERRY INTERNATIONAL

(Exact Name of Registrant as Specified in Charter)

 

Delaware		001-14505		95-2623879
(State or Other Jurisdiction		(Commission File Number)		(IRS Employer
of Incorporation)				Identification No.)

 

1900 Avenue of the Stars, Suite 2600 Los Angeles, California				90067
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s telephone number, including area code: (310) 552-1834

Not Applicable

(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 (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

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

On December 10, 2018, Korn/Ferry International (the “Company”) filed an Amendment to its Restated Certificate of Incorporation (the “Amendment”) reflecting its corporate name change to “Korn Ferry”, effective as of 12:01 am Eastern Standard Time on January 1, 2019. The Board of Directors of the Company also approved an amendment and restatement of the Company’s Bylaws to reflect the corporate name change, which such Bylaws will be effective on January 1, 2019. The foregoing descriptions of the amendments are qualified in their entirety by reference to the Amendment and Seventh Amended and Restated Bylaws, which are filed herewith as Exhibits 3.1 and 3.2, respectively.

Item 9.01 Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit Number		Description
3.1		Certificate of Amendment to Restated Certificate of Incorporation (to be effective on January 1, 2019)
3.2		Seventh Amended and Restated Bylaws (to be effective on January 1, 2019).

SIGNATURES

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.

 

		KORN/FERRY INTERNATIONAL
		(Registrant)
Date:  December 11, 2018
		/s/ Jonathan Kuai
		(Signature)
		Name:  Jonathan Kuai
		Title:    General Counsel and Corporate Secretary