Levi Strauss : Form8-K

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): March 25, 2019

LEVI STRAUSS & CO.

(Exact name of Registrant as Specified in Its Charter)

DELAWARE

001-06631

94-0905160

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1155 BATTERY STREET

SAN FRANCISCO, CALIFORNIA 94111

(Address of principal executive offices, including zip code)

[phone]

(Registrant's telephone number, including area code)

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 Instructions A.2. below):

• ☐ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 5.03 Amendments to Articles of Incorporation or Bylaws

Amendment and Restatement of Certificate of Incorporation

On March 25, 2019, Levi Strauss & Co. (the "Company") filed an amended and restated certificate of incorporation (the "Restated Certificate") with the Secretary of State of the State of Delaware in connection with the closing of the Company's initial public offering of shares of its Class A common stock (the "Offering"). The Company's board of directors and stockholders previously approved the Restated Certificate, to be effective immediately prior to the closing of the Offering. The Restated Certificate is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Amendment and Restatement of Bylaws

Effective as of March 25, 2019, the Company adopted amended and restated bylaws (the "Restated Bylaws") in connection with the closing of the Offering. The Company's board of directors and stockholders previously approved the Restated Bylaws, to be effective upon the closing of the Offering. The Restated Bylaws are attached hereto as Exhibit 3.2 and are incorporated herein by reference.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits.

• 3.1 Amended and Restated Certificate of Incorporation of Levi Strauss & Co.

• 3.2 Amended and Restated Bylaws of Levi Strauss & Co.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LEVI STRAUSS & CO.

DATE: March 25, 2019	By:	/s/ Gavin Brockett
Name:	Gavin Brockett
Title:	Senior Vice President and Global Controller
(Principal Accounting Officer and Duly Authorized Officer)

Exhibit 3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

LEVI STRAUSS & CO.

(Pursuant to Sections 242 and 245 of the

Delaware General Corporation Law)

Levi Strauss & Co., a Delaware corporation, hereby certifies that:

1. The name of this corporation is Levi Strauss & Co. The original name of this corporation was Levi Strauss of Delaware, Inc. This corporation filed its original Certificate of Incorporation with the Secretary of State on November 23, 1970.

2. This Amended and Restated Certificate of Incorporation of this corporation attached hereto as Exhibit A , which is incorporated herein by this reference, restates, integrates and further amends the provisions of the Certificate of Incorporation of this corporation as previously amended or supplemented, and has been duly adopted in accordance with Sections 242 and 245 of the Delaware General Corporation Law.

The corporation has caused this Amended and Restated Certificate of Incorporation to be signed by its duly authorized officer and the foregoing facts stated herein are true and correct.

Dated: March 25, 2019

Levi Strauss & Co.

By: /s/ Charles V. Bergh

Charles V. Bergh

President and Chief Executive Officer

Exhibit A

Amended and Restated Certificate of Incorporation of

Levi Strauss & Co.

ARTICLE I

NAME

The name of this corporation is Levi Strauss & Co. (the " Company ").

ARTICLE II

REGISTERED AGENT

The address of the registered office of the Company in the State of Delaware is 251 Little Falls Drive, Wilmington, Delaware 19808, New Castle County, and the name of the registered agent of the Company in the State of Delaware at such address is The Prentice-Hall Corporation System, Inc.

ARTICLE III

PURPOSE

The nature of the business or purpose of the Company is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.

ARTICLE IV

AUTHORIZED STOCK

1. The total number of shares that the Company is authorized to issue is 1,632,000,000 shares, consisting of 1,200,000,000 shares of Class A Common Stock, par value $0.001 per share (" Class A Common Stock "), 422,000,000 shares of Class B Common Stock, par value $0.001 per share (" Class B Common Stock ") and 10,000,000 shares of Preferred Stock par value $0.001 per share (" Preferred Stock "). Upon the filing of this Amended and Restated Certificate of Incorporation (the " Effective Time "), each share of common stock, par value $0.001 per share, of the Company (" Pre-IPO Common Stock ") issued and outstanding immediately prior to the Effective Time shall automatically be reclassified as and converted into one share of Class B Common Stock. Certificates representing shares of Pre-IPO Common Stock prior to the Effective Time shall, from and after the Effective Time, no longer represent shares of Pre-IPO Common Stock and shall represent only the number of shares of Class B Common Stock into which the shares of Pre-IPO Common Stock previously represented by such certificate were reclassified and converted pursuant hereto.

2. The Preferred Stock may be issued from time to time in one or more series. Subject to obtaining any necessary approval of the stockholders pursuant to Article V, Section 3, the Board is hereby expressly authorized (a) to provide for the issuance of all or any of the shares of the Preferred Stock in one or more series, and to fix the number of shares and to determine for each such series, such voting powers, full or limited, or no voting powers, and such designation, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated and expressed

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