8-K 1 d754280d8k.htm FORM 8-K Form 8-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): May 31, 2019

 

 

CORTEVA, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38710   82-4979096

(State or other jurisdiction

of incorporation)

 

(Commission

file number)

 

(IRS Employer

Identification No.)

974 Centre Road

Wilmington, Delaware 19805

(Address of principal executive offices) (Zip Code)

(302) 774-1000

(Registrant’s telephone numbers, 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 obligations 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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.01 per share   CTVA   New York Stock Exchange

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 8.01.

Other Events.

On May 31, 2019, the Corteva, Inc. (the “Company”) filed a prospectus supplement to its Registration Statement on Form S-3 (No. 333-231871) filed with the Securities and Exchange Commission (the “Commission”) on May 31, 2019 (the “Registration Statement”) with respect to the issuance by the Company, of up to 6,200,000 shares of the Company’s common stock, par value $0.01 per share, that may become issued and outstanding upon the exercise, settlement or vesting of certain awards issued by the Company under the Corteva, Inc. 2019 Omnibus Incentive Plan to the extent not eligible for registration on Commission Form S-8. In connection with filing of such prospectus supplement, the Company is filing a legal opinion as Exhibit No. 5.1 to this Current Report on Form 8-K, which is incorporated by reference into the Registration Statement.

Item 9.01 - Financial Statements and Exhibits

 

(d)

Exhibits

 

Exhibit
Number
  

Exhibit Description

  5.1    Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
23.1    Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)


SIGNATURES

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.

 

CORTEVA, INC.
(Registrant)
By:  

/s/ Gregory R. Friedman

Name:   Gregory R. Friedman
Title:   Executive Vice President, Chief Financial Officer

Date: May 31, 2019