UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): December 15, 2005
HALLIBURTON
COMPANY
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or Other Jurisdiction of
Incorporation)
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1-3492
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No.
75-2677995
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|
(Commission
File Number)
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(IRS
Employer Identification No.)
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1401
McKinney, Suite 2400, Houston, Texas
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77010
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(713)
759-2600
(Registrant’s
Telephone Number, Including Area Code)
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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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|
o
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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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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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INFORMATION
TO BE INCLUDED IN REPORT
Item
3.03. Material
Modifications to Rights of Security Holders
On
December 15, 2005, the “Final Expiration Date” occurred under the Restated
Rights Agreement between Halliburton Company and ChaseMellon Shareholder
Services L.L.C. dated as of December 1, 1996.
On
September 8, 2005, the Board of Directors of the Company adopted the following
policy statement effective upon the termination of the Rights Agreement at
the
close of business on December 15, 2005:
“The
Company does not have a “poison pill” or stockholder rights plan.
‘If
the
Company were to adopt a stockholder rights plan, the Board would seek prior
stockholder approval of the plan unless, due to timing constraints or other
reasons, a majority of independent directors of the Board determines that it
would be in the best interests of stockholders for the Board to adopt a plan
before obtaining stockholder approval.
‘If
a
stockholder rights plan is adopted without prior stockholder approval, the
plan
must either be ratified by stockholders or must expire, without being renewed
or
replaced, within one year.
‘The
Nominating and Corporate Governance Committee shall review this policy statement
periodically and report to the Board on any recommendations it may have
concerning the policy.”
Item
5.03.
Amendments
to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
As
a
consequence of the expiration of the Rights Agreement, as described above under
Item 3.03, the Company on December 19, 2005 filed a Certificate of Elimination
with the Secretary of State of the State of Delaware effecting the elimination
of the Certificate of Designation, Rights and Preferences with respect to the
Company’s Series A Junior Participating Preferred Stock.
Item
9.01. Financial
Statements and Exhibits.
(c) Exhibits.
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4.1
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Certificate
of Elimination with respect to Series A Junior Participating Preferred
Stock.
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SIGNATURES
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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HALLIBURTON
COMPANY
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Date:
December 19, 2005
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By:
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/s/
Margaret E. Carriere
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Margaret
E. Carriere
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Senior
Vice President and Secretary
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EXHIBIT
INDEX
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4.1
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Certificate
of Elimination with respect to Series A Junior Participating Preferred
Stock.
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Exhibit
4.1
CERTIFICATE
ELIMINATING
SERIES
A
JUNIOR PARTICIPATING PREFERRED STOCK
OF
HALLIBURTON
COMPANY
The
undersigned, Margaret E. Carriere, does hereby certify that:
1. The
undersigned is the duly elected and acting Senior Vice President and Secretary
of Halliburton Company, a Delaware corporation (the “Company”).
2. Pursuant
to authority conferred upon the Board of Directors of the Company by the
Certificate of Incorporation of the Company, on September 8, 2005 the Board
of
Directors of the Company adopted the following resolutions by a unanimous vote,
which resolutions relate to the previously-issued dividend of one right (each,
a
“Right” and collectively, the “Rights”) in respect of each share of Common
Stock, par value $2.50 per share, of the Company to purchase shares of Series
A
Junior Participating Preferred Stock, without par value, of the Company (“Series
A Preferred Stock”) pursuant to a Rights Agreement, dated as of December 1,
1996 (the “Rights Agreement”), between the Company and ChaseMellon Shareholder
Services L.L.C., each such Right representing the right to purchase one
two-hundredth of a share of Series A Preferred Stock upon the terms and subject
to the conditions set forth in the Rights Agreement:
“WHEREAS,
the Board has determined that it would be desirable and in the best interests
of
the Company and its stockholders to eliminate the Series A Preferred Stock
issuable upon the exercise of the Rights
NOW,
THEREFORE, BE IT:
“RESOLVED,
that the Company be, and hereby is, authorized and directed to file with the
Secretary of State of the State of Delaware a certificate containing these
resolutions, with the effect under the General Corporation Law of the State
of
Delaware of eliminating from the Certificate of Incorporation of this Company
all matters set forth in the Certificate of Designation with respect to the
Series A Preferred Stock; and be it further
“RESOLVED,
that the Authorized Officers of the Corporation be, and each of them hereby
is,
authorized and directed for and on behalf of the Company, to execute and deliver
any and all certificates, agreements, instruments and other documents, and
to
take any and all steps and do any and all things which they may deem necessary
or advisable in order to effectuate the purposes of each and all of the
foregoing resolutions; and be it further
“RESOLVED,
that the Authorized Officers for purposes of these resolutions shall be the
Executive Vice President and General Counsel, the Senior Vice President and
Secretary and the Assistant Secretary and Assistant General Counsel of the
Company.”
3. I
further
declare under penalty of perjury that the matters set forth in this
Certificate
are true
and correct of my own knowledge.
This
Certificate was executed in Houston, Texas on December 16,
2005.
HALLIBURTON
COMPANY
By:
/s/
Margaret E. Carriere
Name:
Margaret E. Carriere
Title:
Senior Vice President and Secretary