Apple
APPLE INC (Form: 8-K, Received: 01/10/2007 06:07:55)

 

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): January 9, 2007

Apple Inc.

(Exact name of registrant as specified in its charter)

California

 

000-10030

 

94-2404110

(State or other jurisdiction

 

(Commission File Number)

 

(I.R.S. Employer

of incorporation)

 

 

 

Identification Number)

 

1 Infinite Loop, Cupertino, CA 95014

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (408) 996-1010

Apple Computer, Inc.

(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:

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

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

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

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

 




ITEM 5.03

AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

 

On January 9, 2007, Apple Computer, Inc. (the “Company”) amended Article I of its Restated Articles of Incorporation solely to change the corporate name from “Apple Computer, Inc.” to “Apple Inc.”  The name change and amendment were completed pursuant to Section 1110(d) of the California Corporations Code through a merger of the Company’s wholly-owned subsidiary, Apple Inc., with and into the Company.  A copy of the Company’s Certificate of Ownership, as filed with the Secretary of State of the State of California, amending Article I of the Company’s Restated Articles of Incorporation solely to reflect the Company’s new corporate name, is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

 

Exhibit
Number

 

Description

3.1

 

Certificate of Ownership as filed with the Secretary of State of the State of California on January 9, 2007.

 

2




SIGNATURES

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.

Date: January 9, 2007

 

APPLE INC.

 

 

(Registrant)

 

 

 

 

 

 

 

By:

/s/ Peter Oppenheimer

 

 

 

Peter Oppenheimer

 

 

Senior Vice President and Chief Financial Officer

 

3




EXHIBIT INDEX

Exhibit
Number

 

Description

3.1

 

Certificate of Ownership as filed with the Secretary of State of the State of California on January 9, 2007.

 

4



Exhibit 3.1

CERTIFICATE OF OWNERSHIP

Peter L. Oppenheimer and Donald J. Rosenberg certify that:

1.                                        They are the Senior Vice President and Chief Financial Officer, and Senior Vice President, General Counsel and Secretary, respectively, of Apple Computer, Inc., a California corporation (the “ Corporation ”).

2.                                        The Corporation owns all of the outstanding shares of Apple Inc., a California corporation (“ Merger Sub ”).

3.                                        The board of directors of the Corporation duly adopted the following resolution:

RESOLVED , that the Corporation merge Merger Sub, its wholly-owned subsidiary corporation, into itself and assume all its obligations pursuant to Section 1110 of the California Corporations Code; and

RESOLVED FURTHER , that Article I of the Corporation’s Restated Articles of Incorporation, as amended, shall be amended in its entirety to read as follows:

I.              The name of the corporation is Apple Inc.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Date: January 9, 2007

 

/s/ Peter Oppenheimer

 

 

Peter L. Oppenheimer,

 

Senior Vice President and

 

Chief Financial Officer

 

 

 

/s/ Donald J. Rosenberg

 

 

Donald J. Rosenberg,

 

Senior Vice President, General Counsel

 

and Secretary