Amendment to Registration of a Class of Securities — Form 8-A Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 8-A12B/A Amendment to Registration of a Class of Securities HTML 22K
2: EX-3.3 Exhibit 3.3 Certificate of Elimination HTML 10K
3: EX-4.1 Instrument Defining the Rights of Security Holders HTML 5K
(Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware)
Farmer Bros. Co., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Company”), in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies
as follows:
1.Pursuant to the authority conferred upon the Board of Directors of the Company by the Certificate of Incorporation of the Company (as amended from time to time, the “Certificate of Incorporation”), the Board of Directors previously adopted resolutions creating and authorizing the issuance of 200,000 shares of Series A Junior Participating Preferred Stock (the “Series A Preferred Stock”) in accordance with the provisions of a Certificate of Designation, Preferences and Rights of Series A Preferred Stock (the “Series A Certificate of Designation”)
as filed with the Delaware Secretary of State on March 18, 2005.
2.None of the authorized shares of the Series A Preferred Stock are outstanding and none will be issued subject to the Series A Certificate of Designation.
3.Pursuant to the authority conferred upon the Board of Directors of the Company pursuant to the Certificate of Incorporation, the Board of Directors adopted the resolutions on August 28, 2015, approving the filing of a Certificate of Elimination of the Series A Preferred Stock (the “Series A Certificate of Elimination”) and the elimination of the
Series A Preferred Stock set forth below:
RESOLVED, that no authorized shares of the Series A Preferred Stock shall be issued pursuant to the Series A Certificate of Designation;
RESOLVED FURTHER, that, upon filing the Series A Certificate of Elimination with the Secretary of State of the State of Delaware, all matters set forth in the Series A Certificate of Designation with respect to the Series A Preferred Stock shall be eliminated from the Certificate of Incorporation;
RESOLVED FURTHER, that each of the authorized officers of the Company is hereby authorized and directed, in the name and on behalf of the
Company, to prepare, execute and deliver to the Secretary of State of the State of Delaware the Series A Certificate of Elimination, as required by the DGCL in order to effect the elimination of the Series A Preferred Stock;
RESOLVED FURTHER, that each of the authorized officers of the Company is hereby authorized and directed, in the name and on behalf of the Company, to execute and deliver any and all certificates, agreements and other documents, pay any fees or expenses, take any and all steps and do any and all things which any of them may deem necessary or advisable in order to effectuate the purposes of each and all of the foregoing resolutions; and
1
RESOLVED
FURTHER, that any actions taken by any of the authorized officers prior to the date hereof with respect to the foregoing matters are hereby ratified, confirmed and approved in all respects as the act and deed of the Company.
4.In accordance with the provisions of Section 151(g) of the DGCL, all matters set forth in the Series A Certificate of Designation be, and hereby are, eliminated from the Certificate of Incorporation.
IN WITNESS WHEREOF, the Company has caused this Certificate of Elimination to be executed by its duly authorized officer on this 11the day of September, 2015.
