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JAH > SEC Filings for JAH > Form 8-K on 20-Nov-2009All Recent SEC Filings

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Form 8-K for JARDEN CORP


20-Nov-2009

Termination of a Material Definitive Agreement, Material Modification to Rights of Se


Item 1.02 Termination of a Material Definitive Agreement

On April 6, 2009, the Board of Directors (the "Board") of Jarden Corporation (the "Company") approved the early termination of the Rights Agreement, dated as of November 19, 2008 (the "Rights Agreement"), between the Company and Computershare Trust Company, N.A. (as successor rights agent to National City Bank) (the "Rights Agent"). The Rights Agreement is described in the Company's Current Report on Form 8-K filed on November 21, 2008, which is incorporated by reference herein.

In accordance with the Board's approval, the Company and the Rights Agent entered into a First Amendment to Rights Agreement, dated as of November 17, 2009 (the "Amendment"), which changes the final expiration date of the rights issued pursuant to the Rights Agreement (the "Rights") from November 19, 2011 to November 18, 2009. Accordingly, the Rights expired at the close of business on November 18, 2009 and the Rights Agreement has been terminated and is of no further force and effect. The Rights will be de-listed from the New York Stock Exchange and de-registered under the Securities Exchange Act of 1934, as amended.

The foregoing summary description of the Amendment and the transactions contemplated thereby is not intended to be complete and is qualified in its entirety by the complete text of the Amendment. A copy of the Amendment is attached to this Current Report on Form 8-K as Exhibit 4.1 and is incorporated herein by reference as though fully set forth herein.



Item 3.03 Material Modifications to Rights of Security Holders

The information set forth in each of Item 1.02 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.



Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

In connection with the termination of the Rights Agreement, on November 19, 2009, the Company filed a Certificate of Elimination (the "Certificate of Elimination") with the Secretary of State of the State of Delaware to eliminate all references in the Company's Restated Certificate of Incorporation, as amended, to its Series D Junior Participating Preferred Stock ("Series D Preferred Stock"). No shares of the Company's Series D Preferred Stock were issued and outstanding on the date that the Board of Directors approved the elimination of the Company's Series D Preferred Stock or on the date that the Company filed the Certificate of Elimination.

A copy of the Certificate of Elimination is attached hereto as Exhibit 3.1 and is incorporated herein by reference.




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
  No.                                     Description

3.1          Certificate of Elimination of the Series D Junior Participating
             Preferred Stock of Jarden Corporation.

4.1          First Amendment to Rights Agreement, dated as of November 17, 2009,
             between Jarden Corporation and Computershare Trust Company, N.A.


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