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): September 17, 2007
SCHERING-PLOUGH CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| |
|
|
|
|
New Jersey
(State or Other Jurisdiction
of Incorporation)
|
|
1-6571
(Commission
File Number)
|
|
22-1918501
(IRS Employer
Identification No.) |
2000 Galloping Hill Road
Kenilworth, NJ 07033
(Address of Principal Executive Office)
Registrant’s telephone number, including area code: (908) 298-4000
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))
TABLE OF CONTENTS
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The Schering-Plough Corporation Certificate of Incorporation was amended and restated on September
17, 2007 to reflect: (1) the automatic conversion of the 2004 mandatory convertible preferred stock
issued into shares of common stock on September 14, 2007; and (2) the terms of the 2007 mandatory
convertible preferred stock. Shareholder approval was not required for these actions.
The Amended and Restated Certificate of Incorporation is attached to this 8-K as Exhibit 3.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 3.1 |
|
Amended and Restated Certificate of Incorporation
|