============================================================================= 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 - SEPTEMBER 1, 1999 (Date of earliest event reported) AlliedSignal Inc. (Exact name of Registrant as specified in its Charter) DELAWARE 1-8974 22-2640650 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation Identification Number) 101 COLUMBIA ROAD, P.O. BOX 4000, MORRISTOWN, NEW JERSEY 07962-2497 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (973) 455-2000 =============================================================================ITEM 5. OTHER EVENTS. Amendment of Restated Certificate of Incorporation - -------------------------------------------------- On September 1, 1999, after obtaining approval of its shareowners at its special meeting of shareowners held that day, AlliedSignal Inc. filed a certificate of amendment to its restated certificate of incorporation with the Secretary of State of the State of Delaware. The certificate of amendment increases the number of authorized shares of common stock from one billion to two billion and increases the authorized number of shares of preferred stock from 20 million to 40 million. The certificate of amendment also eliminates several series of preferred stock that are no longer outstanding. The certificate of amendment is attached hereto as Exhibit 3(i) to this Current Report on Form 8-K. The restated certificate of incorporation of AlliedSignal Inc. as in effect prior to the filing of the certificate of amendment is filed as Exhibit 3(i) to AlliedSignal's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997.
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. Date: September 2, 1999 AlliedSignal Inc. By: /s/ James V. Gelly ___________________ James V. Gelly Vice President and Treasurer
EXHIBIT 3(i) [Conformed] Certificate of Amendment of Restated Certificate of Incorporation of AlliedSignal Inc. AlliedSignal Inc., a Delaware corporation (the "Corporation"), hereby certifies as follows: 1. The Board of Directors of the Corporation has duly adopted a resolution setting forth a proposed amendment to the Restated Certificate of Incorporation of the Corporation, declaring the proposed amendment to be advisable and directing that the proposed amendment be presented to a special meeting of the Corporation's shareowners, such amendment to replace existing Article FOURTH of the Restated Certificate of Incorporation in its entirety with a new Article FOURTH, to read as follows: FOURTH: The total number of shares of stock which the corporation shall have authority to issue is 2,040,000,000 shares of which 2,000,000,000 shares shall be Common Stock, par value $1.00 per share ("Common Shares"), and 40,000,000 shares shall be Preferred Stock, without par value ("Preferred Stock"). 2. The amendment of the Restated Certificate of Incorporation as set forth above has been duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law. AlliedSignal Inc. By: /s/ Peter M.Kreindler _____________________ Name: Peter M. Kreindler Title: Senior Vice President, General Counsel and Secretary Attest: /s/ J. Edward Smith _________________________ Name: J. Edward Smith Title: Assistant Secretary Dated: September 1, 1999