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) October 3, 2005
Reynolds American Inc.
(Exact Name of Registrant as Specified in its Charter)
| | | | | |
| North Carolina | | 1-32258 | | 20-0546644 |
| (State or Other Jurisdiction | | (Commission | | (IRS Employer |
| of Incorporation) | | File Number) | | Identification No.) |
401 North Main Street,
Winston-Salem, NC 27102-2990
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code:336-741-2000
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 provisions (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 (17CF 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 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.
On October 3, 2005, Reynolds American Inc. (“RAI”) received a notice, pursuant to Section 101(i)(2)(E) of the Employment Retirement Income Security Act of 1974, from the plan administrator of the Reynolds American Inc. Capital Investment Plan (“CIP”) relating to a blackout period during which CIP participants will be unable to effect certain plan transactions. Information regarding such blackout period is set forth in the notice provided to RAI’s Directors and Executive Officers, which notice is attached to this report as Exhibit 99.1 and incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits.
(c) Exhibits.
| | | |
| Number | | Exhibit |
| | | |
| 99.1 | | Notice to RAI’s Directors and Executive Officers dated October 3, 2005. |
SIGNATURE
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 hereunto duly authorized.
| | | | | |
| | | REYNOLDS AMERICAN INC. |
| | | | | |
| | | By: | | /s/ McDara P. Folan, III |
| | | | | |
| | | | | Name: McDara P. Folan, III
Title: Senior Vice President, Deputy General Counsel
and Secretary |
| | | | | |
| Date: October 3, 2005 | | | | |
INDEX TO EXHIBITS
| | | |
| Number | | Exhibit |
| | | |
| 99.1 | | Notice to RAI’s Directors and Executive Officers dated October 3, 2005. |
