Summary
This 8-K filing from American Express Company (AXP) on May 24, 2007, primarily concerns the registration of shares issued in connection with an acquisition. The company completed the merger with Harbor Payments, Inc. on December 31, 2006. As part of this acquisition, former Harbor stockholders received unregistered common shares of American Express. The current filing relates to the company's subsequent action to register these 'Merger Shares' for resale by the selling stockholders. This is done via a prospectus supplement filed with the SEC under an existing shelf registration statement. The filing also includes an opinion of counsel regarding the legality of these registered shares, which will be incorporated into the registration statement.
Key Highlights
- 1American Express (AXP) completed the acquisition of Harbor Payments, Inc. via merger on December 31, 2006.
- 2Former Harbor stockholders received unregistered common shares of AXP as consideration for the merger.
- 3AXP filed a prospectus supplement on May 24, 2007, to register these 'Merger Shares' for resale.
- 4The registration covers up to 20,777 Merger Shares.
- 5This action is taken under an existing automatic shelf registration statement (Form S-3).
- 6A legal opinion regarding the legality of the registered common shares is attached as an exhibit.
- 7The filing itself is primarily administrative, dealing with the regulatory requirement to register shares issued in an acquisition.