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EX-3.2 - AMENDED BY-LAWS - SUNEDISON, INC.sunedisonrestatedbylawsfin.htm
EX-3.1 - AMENDED COI - SUNEDISON, INC.sunedisoncertificateofamen.htm


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): May 29, 2014
 
 
SunEdison, Inc.
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
(State or other jurisdiction of
Incorporation)
1-13828
(Commission File Number)
56-1505767
(I.R.S. Employer
Identification Number)
 
501 Pearl Drive (City of O'Fallon)
St. Peters, Missouri
 (Address of principal executive offices)
 
63376
(Zip Code)
 
 
(314) 770-7300
(Registrant's telephone number, including area code)
 
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 provision (see General Instruction A.2 below):
 
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 June 2, 2014, SunEdison, Inc. (the “Company”) filed an Amended and Restated Certificate of Incorporation with the Secretary of State for the State of Delaware. The Amended and Restated Certificate of Incorporation reflects the amended language to increase the Company’s authorized number of shares of common stock as well as amended language to allow stockholders to call special meetings, as approved by the Company's stockholders at its Annual Meeting of Stockholders held on May 29, 2014. A copy of the Amended and Restated Certificate of Incorporation is attached hereto as Exhibit 3.1 and incorporated herein by reference.
In connection with the stockholder's approval of the proposal to amend the Company's Restated Certificate to allow stockholders to call special meetings, the Company also amended and restated its Bylaws. A copy of the Amended and Restated Bylaws of the Company is attached hereto as Exhibit 3.2 and incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Item

3.1
 
Amended and Restated Certificate of Incorporation of SunEdison, Inc.
3.2
 
Amended and Restated Bylaws






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 thereunto duly authorized.
 
 
  
SUNEDISON, INC.
Date:
June 2, 2014
By: 
/s/ Martin H. Truong
 
 
 
Name: Martin H. Truong
Title: Senior Vice President, General Counsel and Corporate Secretary

Exhibit Index
3.1
 
Amended and Restated Certificate of Incorporation of SunEdison, Inc.
3.2
 
Amended and Restated Bylaws