Document


 

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 22, 2019
 
Fastenal Company
(Exact name of registrant as specified in its charter)
 

Minnesota
0-16125
41-0948415
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer Identification No.)


2001 Theurer Boulevard, Winona, Minnesota
55987-1500
(Address of principal executive offices)
(Zip Code)

 
Registrant's telephone number, including area code:   (507) 454-5374
 
 
Not Applicable
(Former name or former address, if changed since last report)
 
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:
 
 
 
 
¨
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
(17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).
 
 
 
 
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; Change in Fiscal Year.
 
On April 17, 2019, the board of directors approved a two-for-one stock split of the Company’s outstanding common stock. Holders of the Company’s common stock, par value $0.01 per share, at the close of business on May 2, 2019 will receive one additional share of common stock for every share of common stock they own. The stock split will take effect at the close of business on May 22, 2019.

In connection with the stock split, the board of directors approved an amendment to the Restated Articles of Incorporation of the Company which will, effective May 22, 2019, increase the aggregate number of shares that the Company has authority to issue. The amount of shares authorized will increase from 405,000,000 to 805,000,000. The shares will be classified in two classes, consisting of 5,000,000 shares of preferred stock, par value $0.01 per share, and 800,000,000 shares of common stock, par value of $0.01 per share. A copy of the Company’s Restated Articles of Incorporation, as amended effective as of May 22, 2019, is filed with this report as Exhibit 3.1 and is incorporated herein by reference.
 
Item 9.01. Financial Statements and Exhibits.

INDEX TO EXHIBITS
Exhibit
Number
 
Description of Document
3.1
 





SIGNATURE
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.
 
 
Fastenal Company
 
 
(Registrant)
 
 
 
April 23, 2019
By:
/s/   SHERYL A. LISOWSKI
(Date)
 
Sheryl A. Lisowski
Controller, Chief Accounting Officer, and Treasurer