UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 29, 2007
AMERICAN EXPRESS COMPANY
(Exact name of registrant as specified in its charter)
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New York
(State or other jurisdiction of
incorporation or organization)
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1-7657
(Commission File Number)
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13-4922250
(I.R.S. Employer
Identification No.) |
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200 Vesey Street, World Financial Center
New York, New York
(Address of principal executive offices)
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10285
(Zip code) |
Registrant’s telephone number, including area code: (212) 640-2000
None
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c)) |
Item 8.01 Other Events.
On November 30, 2006, American Express Company (the “Company”) entered into an
Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and among the Company;
Cove Acquisition Sub, Inc., a wholly owned subsidiary of the Company; Harbor Payments, Inc.
(“Harbor”); Oak Investment Partners XI, Limited Partnership and Oak Associates, LLC, pursuant to
which the Company agreed to acquire Harbor (the “Merger”). On December 31, 2006, the Company
completed the Merger. Under the terms of the Merger Agreement, the former Harbor stockholders
received unregistered common shares of the Company (the “Merger Shares”).
On
May 29, 2007, the Company filed a prospectus supplement with the Securities and
Exchange Commission (the “SEC”) pursuant to Rule 424(b) of the Securities Act of 1933, as amended,
to its automatic shelf registration statement on Form S-3 (No. 333-138032) (the “Registration
Statement”) to register the resale of up to 26,403 of the Merger Shares by the selling stockholders
from time to time.
The Company is filing a legal opinion attached hereto as Exhibit 5.1 regarding the legality of
the common shares covered by the prospectus supplement, to be incorporated by reference into the
Registration Statement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is attached hereto and filed herewith.
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| Exhibit No. |
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Description |
5.1
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Opinion of Counsel. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date:
May 29, 2007
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AMERICAN EXPRESS COMPANY
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By: |
/s/ Stephen P. Norman
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Stephen P. Norman |
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Secretary |
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