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): January 5, 2012

 

Monster Beverage Corporation

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

0-18761

 

39-1679918

(Commission File Number)

 

(IRS Employer Identification No.)

 

550 Monica Circle Suite 201

Corona, California 92880
(Address of principal executive offices and zip code)

 

(951) 739 - 6200
(Registrant’s telephone number, including area code)

 

Hansen Natural Corporation

(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:

 

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 January 5, 2012, Hansen Natural Corporation (the “Company”) filed a Certificate of Amendment to its Certificate of Incorporation to change its name to “Monster Beverage Corporation.”  As discussed below, the Company’s stockholders approved the amendment to the Certificate of Incorporation to change the Company’s name at the Special Meeting of Stockholders of the Company (the “Special Meeting”).  The Certificate of Amendment is filed as Exhibit 3.1 to this report.  A copy of the press release issued by the Company announcing the change of its name is furnished as Exhibit 99.1 to this report.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

The Special Meeting was held on January 5, 2012.  The Company previously filed with the Securities and Exchange Commission the proxy statement and related materials pertaining to the Special Meeting.  At the Special Meeting, the following matters were submitted to a vote of the stockholders.

 

Proposal No. 1.  To approve an amendment to the Company’s Certificate of Incorporation to change the name of the Company from “Hansen Natural Corporation” to “Monster Beverage Corporation.”

 

In accordance with the results below, the amendment to the Company’s Certificate of Incorporation to change the name of the Company from “Hansen Natural Corporation” to “Monster Beverage Corporation”, as described in the proxy statement, was approved.

 

Votes For

 

Votes Against

 

Abstentions

75,995,097

 

772,040

 

52,298

 

Proposal No. 2.  To approve an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock, par value $0.005 per share, from 120,000,000 shares to 240,000,000 shares.

 

In accordance with the results below, the amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock, par value $0.005 per share, from 120,000,000 shares to 240,000,000 shares, as described in the proxy statement, was approved.

 

Votes For

 

Votes Against

 

Abstentions

70,233,022

 

6,513,086

 

73,327

 

Item 8.01 Other Events.

 

Effective January 9, 2012, the Company’s common stock, which previously traded under the ticker symbol “HANS” on The Nasdaq Global Select Market, will begin trading under the new ticker symbol “MNST”.  The Company’s common stock has been assigned a new CUSIP number of 611740101 in connection with the name change.  Outstanding stock certificates for shares of the Company are not affected by the name change; they continue to be valid and need not be exchanged.

 

2



 

Item 9.01 Financial Statements and Exhibits.

 

(d)

 

Exhibits.

 

 

 

3.1

 

Certificate of Amendment to Certificate of Incorporation, as filed with the Secretary of the State of Delaware on January 5, 2012.

 

 

 

99.1

 

Press Release, dated January 5, 2012.

 

3



 

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.

 

 

 

Monster Beverage Corporation

 

 

 

 

Date: January 6, 2012

/s/ Hilton H. Schlosberg

 

Hilton H. Schlosberg

 

Vice Chairman of the Board of Directors,

 

President and Chief Financial Officer

 

4


Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

HANSEN NATURAL CORPORATION

 

Under Section 242 of the

Delaware General Corporation Law

 

We, the undersigned, being Chairman and Secretary of Hansen Natural Corporation, a corporation existing under the laws of the State of Delaware, do hereby certify as follows:

 

FIRST:                                                         The name of the Corporation is Hansen Natural Corporation.

 

SECOND:                                         The amendments to the certificate of incorporation effected by this Certificate are as follows:

 

(1)                                                                                  To delete ARTICLE I of the certificate of incorporation and substitute in lieu thereof the following new ARTICLE I:

 

“The name of the corporation is: MONSTER BEVERAGE CORPORATION.”

 

(2)                                                                                  To delete ARTICLE IV of the certificate of incorporation and substitute in lieu thereof the following new ARTICLE IV:

 

“The aggregate number of shares of stock that the Corporation shall have authority to issue is two hundred and forty million (240,000,000) shares of common stock $0.005 par value per share.”

 

THIRD:                                                     The amendments of the certificate of incorporation herein certified have been duly adopted in accordance with the provisions of Section 242 and 141(f) of the General Corporation Law of the State of Delaware.

 

[Remainder of page left blank intentionally]

 



 

IN WITNESS THEREOF, we have signed this Certificate this 5th day of January, 2012.

 

 

 

 /s/ Rodney C. Sacks

 

Rodney C. Sacks, Chairman

 

 

 

 

Attest:

 

 

 

 

 

 /s/ Hilton H. Schlosberg

 

Hilton H. Schlosberg, Secretary

 

 


Exhibit 99.1

 

 

 

PondelWilkinson Inc.

 

 

1880 Century Park East, Suite 350

 

 

Los Angeles, CA 90067

 

 

 

 

 

 

Investor Relations

 

T

(310) 279 5980

Strategic Public Relations

 

F

(310) 279 5988

 

 

W

www.pondel.com

 

CONTACTS:

 

Rodney C. Sacks

 

 

Chairman and Chief Executive Officer

 

 

(951) 739-6200

 

 

 

NEWS

 

Hilton H. Schlosberg

RELEASE

 

Vice Chairman

 

 

(951) 739-6200

 

 

 

 

 

Roger S. Pondel / Judy Lin Sfetcu

 

 

PondelWilkinson Inc.

 

 

(310) 279-5980

 

HANSEN NATURAL ANNOUNCES CORPORATE NAME, TICKER SYMBOL CHANGE

 

Corona, CA — January 5, 2012 — Hansen Natural Corporation (NASDAQ:HANS) announced it received stockholders’ approval today, at the company’s special meeting of stockholders, to change its corporate name to Monster Beverage Corporation.  The company’s shares will start trading under its new name and stock ticker symbol, “MNST”, effective as of market open on January 9, 2012.  The company’s common stock has been assigned a new CUSIP number of 611740101 in connection with the name change.  Outstanding stock certificates are not affected by the name change and will not need to be exchanged.

 

At the special meeting, the company’s stockholders also approved an increase in the number of authorized shares of common stock to 240,000,000 shares from 120,000,000 shares.

 

Following the special meeting, the company filed an amendment with the Delaware Secretary of State to effect both the name change and increase in authorized shares.

 

Hansen Natural Corporation

 

Based in Corona, California, Hansen Natural Corporation markets and distributes Hansen’s® natural sodas, apple juice and juice blends, fruit juice smoothies, multi-vitamin juices, iced teas, energy drinks, Junior Juice® beverages, Blue Sky® beverages, Monster Energy® energy drinks, Monster Energy Extra Strength Nitrous Technology® energy drinks, Java Monster® non-carbonated coffee + energy drinks, X-Presso Monster® non-carbonated espresso energy drinks, Monster Rehab™ non-carbonated rehydration energy drinks, Peace Tea® iced teas, Worx Energy® energy shots, Vidration® brand vitamin enhanced waters, Hubert’s® lemonades, and PRE® Probiotic drinks.  For more information, visit www.monsterbevcorp.com and www.monsterenergy.com.

 

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