f8k112008.htm
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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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CURRENT
REPORT PURSUANT
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TO
SECTION 13 OR 15(d) OF THE
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SECURITIES
EXCHANGE ACT OF 1934
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Date
of Report (Date of earliest event reported): November 20,
2008
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CONTINENTAL
AIRLINES, INC.
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(Exact
Name of Registrant as Specified in Its
Charter)
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DELAWARE
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(State
or Other Jurisdiction of
Incorporation)
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1-10323
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74-2099724
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1600
Smith Street, Dept. HQSEO, Houston, Texas
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77002
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(713)
324-2950
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(Registrant's
Telephone Number, Including Area
Code)
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______________________________________
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(Former
Name or Former Address, if Changed Since Last
Report)
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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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
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(17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
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(17
CFR 240.13e-4(c))
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Item
3.03.
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Material Modification
to Rights of Security
Holders.
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Expiration
of Rights Agreement – On November 20, 2008, the Amended and Restated Rights
Agreement, dated as of November 15, 2000 (the “Rights Agreement”), between
Continental Airlines, Inc. (the “Company”) and Mellon Investor Services LLC (as
successor to ChaseMellon Shareholder Services, LLC.), and the related rights
(the “Rights”) to purchase Series A Junior Participating Preferred Stock,
expired by their terms. As a result, each outstanding share of the
Company’s Class B common stock, par value $.01 per share (“Common Stock”), is no
longer accompanied by a Right. The holders of Common Stock were not
entitled to any payment as a result of the expiration of the Rights Agreement
and the Rights issued thereunder.
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Item
5.03
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Amendments to Articles
of Incorporation or Bylaws; Change in Fiscal
Year.
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On November 19, 2008, the Company’s
Board of Directors (the “Board”) adopted and approved amendments to the
Company’s Bylaws intended to establish an orderly process for stockholders to
(i) propose business or nominations to be considered at a meeting of
stockholders, (ii) call a special meeting of stockholders and (iii) request a
record date for stockholder action by written consent. These
amendments are also intended to elicit information necessary for the Board, as
well as the Company’s other stockholders, to fully evaluate any proposed
business or nominations.
The Board determined to make these
Bylaw amendments effective upon the expiration of the Rights Agreement and the
related Rights on November 20, 2008, providing limited procedural safeguards
against hostile activity in the absence of the Rights
Agreement. These amendments are described in further detail
below.
Procedures and Notices for
Annual Meetings of Stockholders
The amendments increase the notice
period and expand the information required to be provided by a stockholder who
submits a nomination for election to the Board or other proposal for business to
be brought before an annual meeting of stockholders. The amendments
increase the standard advance notice period for stockholder nominations or
proposals to not less than 90 days and not more than 120 days prior to the first
anniversary of the preceding year’s annual meeting of stockholders, as compared
to the prior advance notice period of not less than 70 days and not more than 90
days.
In addition, the amendments require a
stockholder who submits a nomination or other proposal to disclose, among other
things, information about the interests that the stockholder has related to the
Company and its Common Stock, including interests arising from derivative
securities, voting arrangements or short positions; information about the
proposed nominee and his or her agreements, arrangements, understandings or
other relationships with the stockholder submitting the nomination; and
information about any agreements, arrangements or understandings the stockholder
may have with other stockholders of the Company relating to the proposal of
other business. These required disclosures are referred to in this
Current Report on Form 8-K as the “Additional Disclosures.” A
stockholder who submits a nomination or proposal is required to update the
information previously disclosed as of the record date for the stockholders’
meeting and as of the date that is ten business days prior to the date of the
stockholders meeting, if practicable.
The amendments further clarify that
the additional procedures and notices required by the amended Bylaws are not
intended to apply to any stockholder proposals properly submitted in accordance
with Rule 14a-8 under the Securities Exchange Act of 1934, as
amended.
Procedures and Notices for
Special Meetings of Stockholders
The amendments increase the notice
period and expand the information required to be provided by a stockholder who
submits a nomination for election to the Board at a special meeting of
stockholders at which directors are properly to be elected. The
standard advance notice period for stockholder nominations was increased to not
less than 90 days and not more than 120 days prior to the date of such special
meeting, as compared to the prior advance notice period of not less than 70 days
and not more than 90 days, and the stockholder submitting the nomination is
required to provide disclosures substantially similar to the Additional
Disclosures.
The amendments also provide that any
stockholder wishing to call a special meeting of stockholders is first required
to request that the Board fix a record date to determine the stockholders
entitled to demand the calling of such a meeting. If the Board fails
to set a record date for such purpose, the record date shall be the twentieth
day following the receipt of the stockholder’s request. Once the
record date has been fixed, the Board will be required to call a special meeting
of stockholders if written demands from the holders of 25% or more of the
outstanding Common Stock are received within sixty days following such record
date. Prior to the amendments, the Bylaws required the holders of a
majority of the outstanding Common Stock to call a special meeting of
stockholders.
In connection with the submission of
record date requests and demands to call a special meeting, the amendments
require the stockholder making such requests and/or demands to disclose the
business proposed to be conducted at the special meeting and to provide
disclosures substantially similar to the Additional Disclosures.
Under the amendments, the Company
shall not accept, and shall consider ineffective, any written demand from a
stockholder to call a special meeting that, among other things, (i) includes an
item of business that did not appear on the written request to set the record
date for determining stockholders entitled to submit such demands or (ii)
relates to an item of business, other than the election of directors, that is
substantially similar to an item of business presented to the stockholders at
the most recent annual meeting or at any special meeting held within the past
year.
A stockholder who submitted a request
for a record date or a demand for the calling of a special meeting is required
to update the information previously disclosed as of the record date for the
meeting and as of the date that is ten business days prior to the date of the
meeting, if practicable.
Procedures and Notices for
Stockholder Action by Written Consent
Under the Bylaws, any stockholder
wishing to take action by written consent must first submit to the Company a
request that the Board fix a record date for determining the stockholders
entitled to take such action. In connection with this request, the
amendments require that the stockholder’s request include (i) a reasonably brief
description of the proposed actions to be taken, the reasons for such actions
and the material interests of the stockholder in such actions and (ii)
disclosures substantially similar to the Additional Disclosures.
Each stockholder who submitted a
request for a record date is required to update the information previously
disclosed as of the record date for determining the stockholders entitled to act
by written consent and as of the date that is five business days prior to the
commencement of the consent solicitation.
The description set forth above
regarding the Company’s amended Bylaws is qualified in its entirety by reference
to the full text of such amended Bylaws, a copy of which is filed as Exhibit 3.2
to this Current Report on Form 8-K and incorporated herein by
reference.
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Item
9.01.
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Financial Statements
and Exhibits.
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(d)
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Exhibits
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3.2
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Amended
and Restated Bylaws of Continental Airlines, Inc., effective as of
November 20, 2008.
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Pursuant to the requirements of the
Securities Exchange Act of 1934, Continental Airlines, Inc. has duly caused this
report to be signed on its behalf by the undersigned hereunto duly
authorized.
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CONTINENTAL
AIRLINES, INC.
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November
20, 2008
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By /s/ Lori
A.
Gobillot
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Lori
A. Gobillot
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Staff
Vice President and Assistant General
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Counsel
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3.2
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Amended
and Restated Bylaws of Continental Airlines, Inc., effective as of
November 20, 2008.
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