delta_8k-042408.htm
UNITED
STATES
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 (Date of earliest event reported): April 24,
2009
DELTA
AIR LINES, INC.
|
(Exact
name of registrant as specified in its
charter)
|
Delaware
|
001-05424
|
58-0218548
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
P.O. Box 20706, Atlanta,
Georgia 30320-6001
|
(Address
of principal executive
offices)
|
Registrant’s
telephone number, including area code: (404)
715-2600
Registrant’s
Web site address: www.delta.com
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):
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
8.01 Other Events.
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.
Item 9.01 Financial Statements and
Exhibits.
(d)
Exhibits.
|
Exhibit
3.1
|
Amended
and Restated Certificate of Incorporation of Delta Air Lines,
Inc.
|
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.
|
DELTA
AIR LINES, INC.
|
|
|
|
By: /s/
Leslie P.
Klemperer
|
Date: May
1, 2009
|
Leslie
P. Klemperer
Vice
President and Deputy General Counsel
|
|
|