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| DAL > SEC Filings for DAL > Form 8-K on 1-May-2009 | All Recent SEC Filings |
1-May-2009
Other Events, Financial Statements and Exhibits
Extension of Transfer Restrictions in Delta's Amended and Restated Certificate of Incorporation
Delta Air Lines, Inc. filed an Amended and Restated Certificate of Incorporation (the "Certificate") with the State of Delaware on April 27, 2007 in connection with Delta's emergence from its Chapter 11 bankruptcy proceedings on April 30, 2007.
Article Twelve of the Certificate is intended to prevent certain transfers of Delta's common stock that, if permitted, could limit the value of Delta's net operating loss carryforwards for U.S. federal income tax purposes. It provides that, except as may otherwise be agreed to by Delta's board of directors, any attempted transfer of Delta's common stock prior to May 1, 2009 (the "Expiration Date") will be prohibited and void if such transfer would cause the percentage of Delta's common stock that such transferee or any other person owns or would be treated as owning (applying specific computational rules) to increase to 4.95% or above, or where the transfer would cause an increase in such ownership percentage from 4.95% or above to a greater ownership percentage. Article Twelve of the Certificate also contains similar provisions restricting the ability of persons who own or would be treated as owning 5% or more of Delta's outstanding common stock (applying specific computational rules) from transferring their shares without consent of the Delta's board of directors during the term of the transfer restrictions. Article Twelve further provides that these restrictions are subject to an extension of up to three years if Delta's board of directors determines in its reasonable discretion that such extension is necessary to preserve the value of Delta's net operating loss carryforwards under the Internal Revenue Code.
On April 24, 2009, Delta's board of directors, with advice from Delta's tax and legal advisors, extended the Expiration Date to May 1, 2012. This action did not amend the Certificate. A complete description of Delta's capital stock is included in the Form 8-A filed by Delta with the SEC on April 26, 2007. A copy of the Certificate, which has been annotated to reflect the extension of the Expiration Date, is attached to this Form 8-K as Exhibit 3.1.
(d) Exhibits.
Exhibit 3.1 Amended and Restated Certificate of Incorporation of Delta Air Lines, Inc.
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