SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 11, 2012
UNDER ARMOUR, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
|1020 Hull Street, Baltimore, Maryland||21230|
|(Address of principal executive offices)||(Zip Code)|
Registrants telephone number, including area code: (410) 454-6428
(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)|
|¨||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|¨||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|¨||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In connection with a two-for-one stock split of the common stock of Under Armour, Inc. (see Item 8.01 below), the Board of Directors of Under Armour, Inc. (the Company) approved an amendment to the Companys Amended and Restated Articles of Incorporation to increase the total number of shares of stock that the Company is authorized to issue to 200,000,000 shares of Class A Common Stock and 21,900,000 shares of Class B Common Stock, which is in each case two times the number of authorized shares prior to the amendment. The amendment does not require shareholder approval and is effective June 11, 2012. A copy of the amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 8.01. Other Events.
On June 11, 2012, Under Armour, Inc. (the Company) issued a press release announcing that the Board of Directors of the Company has approved a two-for-one stock split of the Companys common stock. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit 3.1: Articles of Amendment to the Under Armour, Inc. Amended and Restated Articles of Incorporation.
Exhibit 99.1: Under Armour, Inc. press release dated June 11, 2012 announcing a two-for-one stock split.
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.
|UNDER ARMOUR, INC.|
|Date: June 11, 2012||By:||
/s/ BRAD DICKERSON
|Chief Financial Officer|
UNDER ARMOUR, INC.
ARTICLES OF AMENDMENT
June 11, 2012
Under Armour, Inc., a Maryland corporation, having its principal office in Baltimore City, Maryland (the Corporation), hereby certifies to the State Department of Assessments and Taxation of Maryland (the Department) that:
FIRST : The Corporation desires to amend its Articles of Incorporation (the Charter) as follows:
The first sentence of Article SIXTH of the Charter is hereby deleted and the following is inserted in lieu thereof:
SIXTH: The total number of shares of capital stock that the Corporation has authority to issue is Two Hundred Twenty-One Million Nine Hundred Thousand (221,900,000) shares, all of which shall consist initially of common stock with a par value of $.0003 1/3 per share (the Common Stock), of which Two Hundred Million (200,000,000) shares are initially designated as Class A Common Stock with a par value of $.0003 1/3 per share (the Class A Common Stock), and Twenty-One Million Nine Hundred Thousand (21,900,000) shares are initially designated as Class B Common Stock with a par value of $.0003 1/3 per share (the Class B Common Stock), for an aggregate par value of Seventy-Three Thousand Nine Hundred Sixty-Six Dollars and Sixty-Six and Two-Thirds Cents ($73,966.66 2/3).
SECOND : (a) Prior to these Articles of Amendment, the total number of shares of all classes of stock of the Corporation authorized and the number and par value of the shares of each class were as follows:
One Hundred Sixteen Million Two Hundred Thousand (116,200,000) shares of capital stock, of which One Hundred Million (100,000,000) shares were designated as Class A Common Stock with a par value of $.0003 1/3 per share, and Sixteen Million Two Hundred Thousand (16,200,000) shares were designated as Class B Common Stock with a par value of $.0003 1/3 per share, for an aggregate par value of Thirty-Eight Thousand Seven Hundred Thirty-Three Dollars and Thirty-Three and One-Third Cents ($38,733.33 1/3).
(b) The total number of shares of all classes of stock of the Corporation as amended by these Articles of Amendment, and the number and par value of the shares of each class, are as follows:
Two Hundred Twenty-One Million Nine Hundred Thousand (221,900,000) shares of capital stock, all of which shall initially consist of common stock with a par value of $.0003 1/3 per share, of which Two Hundred Million (200,000,000) shares are designated as Class A Common Stock with a par value of $.0003 1/3 per share, and Twenty-One Million Nine Hundred Thousand (21,900,000) shares are designated as Class B Common Stock with a par value of $.0003 1/3 per share, for an aggregate par value of Seventy-Three Thousand Nine Hundred Sixty-Six Dollars and Sixty-Six and Two-Thirds Cents ($73,966.66 2/3).
THIRD : The foregoing Articles of Amendment include an amendment to the Charter declared advisable and approved by unanimous written consent of the entire Board of Directors of the Corporation (the Board of Directors), and the amendment is limited to a change expressly authorized by §2-105(a)(13) of the Maryland General Corporation Law and Article SIXTH of the Charter to be made without action by the stockholders.
FOURTH : On June 11, 2012, the Board of Directors, by way of unanimous written consent in lieu of a meeting, adopted a resolution approving and declaring advisable the foregoing Articles of Amendment of the Charter of the Corporation, declaring that said Articles of Amendment were advisable and approved, to be filed and effective as of the time the Department accepts these Articles of Amendment for record.
[Signatures appear on next page]
IN WITNESS WHEREOF, Under Armour, Inc. has caused these Articles of Amendment to be signed and acknowledged in its name and on its behalf by its President and witnessed and attested by its Secretary, effective as of the 11th day of June, 2012, and they acknowledged the same to be the act of said Corporation, and that to the best of their knowledge, information and belief, all matters and facts stated herein are true in all material respects and that this statement is made under the penalties of perjury.
|ATTEST:||UNDER ARMOUR, INC.|
/s/ John P. Stanton
/s/ Kevin A. Plank
|John P. Stanton, Secretary||Kevin A. Plank, President|
|Under Armour, Inc.|
|1020 Hull Street|
|Baltimore, MD 21230|
Tom Shaw, CFA
|Under Armour, Inc.|
|Under Armour, Inc.|
FOR IMMEDIATE RELEASE
UNDER ARMOUR ANNOUNCES A TWO-FOR-ONE STOCK SPLIT
Baltimore, MD (June 11, 2012) Under Armour, Inc. (NYSE: UA) today announced that its Board of Directors has approved a two-for-one stock split of its outstanding common stock. The stock split will be effected in the form of a dividend of one share of Class A Common Stock for each share of Class A Common Stock outstanding and one share of Class B Common Stock for each share of Class B Common Stock outstanding. The additional shares issued as a result of the stock split will be distributed on or about July 9, 2012 to stockholders of record on June 25, 2012.
Kevin Plank, Chairman, CEO, and President of Under Armour, Inc., stated, We are proud of the value we have delivered to our stockholders over the long-term, and we believe this stock split may broaden our investor base and improve the trading liquidity of our stock. This is the companys first stock split since it went public in November 2005.
About Under Armour, Inc.
Under Armour ® (NYSE: UA) is a leading developer, marketer, and distributor of branded performance apparel, footwear, and accessories. The brands moisture-wicking fabrications are engineered in many different designs and styles for wear in nearly every climate to provide a performance alternative to traditional products. The Companys products are sold worldwide and worn by athletes at all levels, from youth to professional, on playing fields around the globe. The Under Armour global headquarters is in Baltimore, Maryland, with European headquarters in Amsterdams Olympic Stadium, and additional offices in Denver, Hong Kong, Toronto, and Guangzhou, China. For further information, please visit the Companys website at www.ua.com .
Forward Looking Statements
Certain statements contained in this press release constitute forward-looking statements about future events and are subject to risks, uncertainties, assumptions and changes in circumstances that may cause events or actual activities or results to differ significantly from those expressed in any forward-looking statement. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future events, activities or results. Readers are cautioned not to place undue reliance on these forward-looking statements. A number of important factors could cause actual results to differ materially from those indicated by the forward-looking statements, including, but not limited to: changes in general economic or market conditions that could affect consumer spending and the financial health of our retail customers; our ability to effectively
manage our growth and a more complex business; our ability to effectively develop and launch new, innovative and updated products; our ability to accurately forecast consumer demand for our products and manage our inventory in response to changing demands; increased competition causing us to reduce the prices of our products or to increase significantly our marketing efforts in order to avoid losing market share; fluctuations in the costs of our products; loss of key suppliers or manufacturers or failure of our suppliers or manufacturers to produce or deliver our products in a timely or cost-effective manner; our ability to further expand our business globally and to drive brand awareness and consumer acceptance of our products in other countries; our ability to accurately anticipate and respond to seasonal or quarterly fluctuations in our operating results; our ability to effectively market and maintain a positive brand image; the availability, integration and effective operation of management information systems and other technology; and our ability to attract and maintain the services of our senior management and key employees. The forward-looking statements contained in this press release reflect our views and assumptions only as of the date of this press release. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.