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 17, 2019
Baker Hughes Company
(Exact name of registrant as specified in its charter)
| Delaware | | 1-38143 | | 81-4403168 |
| (State of Incorporation) | | (Commission File No.) | | (I.R.S. Employer Identification No.) |
17021 Aldine Westfield Road
Houston, Texas 77073
Registrant’s telephone number, including area code: (713) 439-8600
Baker Hughes, a GE company
(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:
| | ☐ | 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 (17 CFR 240.14d-2(b)) |
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| | ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Class A Common Stock, par value $0.0001 per share | BKR | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Name Change
On October 15, 2019, Baker Hughes Company (formerly Baker Hughes, a GE company) (the “Company”) filed with the Secretary of State of the State of Delaware the Company’s Second Amended and Restated Certificate of Incorporation to change its corporate name of the Company from “Baker Hughes, a GE company” to “Baker Hughes Company,” effective as of October 17, 2019 (the “Company Name Change”). Additionally, on October 17, 2019, the Board of Directors of the Company adopted Second Amended and Restated Bylaws to reflect the Company Name Change, effective as of October 17, 2019. Copies of the Second Amended and Restated Certificate of Incorporation and the Second Amended and Restated Bylaws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
New NYSE Ticker Symbol
Effective at the open of business on October 18, 2019, the Company’s shares of Class A Common Stock are trading on the NYSE under the new ticker symbol “BKR.” A copy of the revised specimen stock certificate is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
* Furnished herewith
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.
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| | | Baker Hughes Company |
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| Dated: October 17, 2019 | | By: | | /s/ Lee Whitley |
| | | | | Lee Whitley Corporate Secretary |
