0001104659-08-000592.txt : 20080104 0001104659-08-000592.hdr.sgml : 20080104 20080104110118 ACCESSION NUMBER: 0001104659-08-000592 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080101 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080104 DATE AS OF CHANGE: 20080104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LPL Investment Holdings Inc. CENTRAL INDEX KEY: 0001397911 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200] IRS NUMBER: 203717839 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52609 FILM NUMBER: 08509716 BUSINESS ADDRESS: STREET 1: ONE BEACON STREET , FLOOR 22 CITY: BOSTON STATE: MA ZIP: 02108 BUSINESS PHONE: 617 423 3644 MAIL ADDRESS: STREET 1: ONE BEACON STREET , FLOOR 22 CITY: BOSTON STATE: MA ZIP: 02108 8-K 1 a08-1179_18k.htm 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

January 1, 2008

Date of report (date of earliest event reported)

LPL Investment Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware		000-52609		20-3717839
(State or other jurisdictions of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Nos.)

One Beacon Street, Floor 22

Boston MA 02108

(Address of principal executive offices) (Zip Code)

(617) 423-3644

(Registrant’s telephone number, including area code)

N/A

(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 registrants under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On and effective as of January 1, 2008, the Board of Directors of LPL Investment Holdings Inc. (the “Company”), amended Section 1 of Article IV of the Company’s Certificate of Incorporation to authorize 200,000,000 shares of common stock, $0.01 par value.

The foregoing description of the Company’s amendment to its Certificate of Incorporation is not complete and is qualified in its entirety by reference to the Certificate of Amendment of Certificate of Incorporation as attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

3.1	Certificate of Amendment of Certificate of Incorporation

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.

	LPL INVESTMENT HOLDINGS INC.


	By:	/s/ Stephanie L. Brown
		Name:	Stephanie L. Brown
		Title:	Secretary


Dated: January 4, 2008

EX-3.1 2 a08-1179_1ex3d1.htm EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT OF

CERTIFICATE OF INCORPORATION OF

LPL INVESTMENT HOLDINGS INC.

LPL Investment Holdings Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”),

DOES HEREBY CERTIFY:

FIRST: That at a meeting of the Board of Directors (the “Board”) of the Corporation, resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation, declaring said amendment to be advisable and calling a special meeting of the stockholders of the Corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of the Corporation be amended by changing Section 1 of Article IV, so that, as amended, said Article shall be and read as follows:

“Section 1. The Corporation shall be authorized to issue 200,000,000 shares of capital stock, of which 200,000,000 shares shall be shares of Common Stock, $0.01 par value (“Common Stock”).”

SECOND: That thereafter, a special meeting of the stockholders of the Corporation was held at which meeting the necessary number of shares required by statute were voted in favor of the amendment.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.

FOURTH: That this Certificate of Amendment of the Certificate of Incorporation shall be effective on January 1, 2008.

IN WITNESS WHEREOF, said LPL Investment Holdings Inc. has caused this certificate to be signed by Stephanie L. Brown, its Secretary, this 26th day of December, 2007.

By:

/s/ Stephanie L. Brown