Summary
American Express Company (AXP) filed an 8-K on July 20, 2007, primarily to disclose the filing of a prospectus supplement related to a prior acquisition. On November 30, 2006, AXP entered into an Agreement and Plan of Merger and Reorganization to acquire Harbor Payments, Inc. ("Harbor"), which was completed on December 31, 2006. As part of this acquisition, former Harbor stockholders received unregistered common shares of AXP. The key event reported here is the filing of a prospectus supplement with the SEC on July 20, 2007. This supplement, filed under Rule 424(b) to an existing Form S-3 registration statement, serves to register the resale of an additional 16,162 of these "Merger Shares" by selling stockholders. The company also attached an opinion of counsel regarding the legality of these registered shares, which is incorporated by reference into the registration statement. For investors, this filing clarifies the regulatory steps being taken to enable the resale of shares issued in connection with a completed acquisition.
Key Highlights
- 1AXP filed an 8-K on July 20, 2007, detailing regulatory compliance for previously issued shares.
- 2The filing concerns shares issued as part of the acquisition of Harbor Payments, Inc. (Harbor), completed on December 31, 2006.
- 3A prospectus supplement was filed with the SEC to register the resale of an additional 16,162 Merger Shares by selling stockholders.
- 4These Merger Shares were issued to former Harbor stockholders as consideration for the acquisition.
- 5The registration statement is on Form S-3 (No. 333-138032) and the prospectus supplement was filed under Rule 424(b).
- 6An opinion of counsel regarding the legality of these common shares was included as an exhibit.
- 7This action addresses the regulatory requirements for the resale of shares received in the Harbor acquisition.