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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): October 9, 2024
LOGITECH INTERNATIONAL S.A.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| Canton of Vaud, | Switzerland | 0-29174 | None |
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| | | | | | | | |
| Logitech International S.A. |
| EPFL - Quartier de l'Innovation |
| Daniel Borel Innovation Center |
1015 Lausanne, Switzerland |
c/o Logitech Inc. |
3930 North First Street |
San Jose, | California | 95134 |
(Address of principal executive offices and zip code) |
| | | | | |
| (510) | 795-8500 |
(Registrant’s telephone number, including area code) |
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))
Securities registered pursuant to Section 12(b) of the Exchange Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Registered Shares | LOGN | SIX Swiss Exchange |
| Registered Shares | LOGI | Nasdaq Global Select Market |
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. o
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Logitech International S.A. (the “Company”) amended Article 3 of its Articles of Incorporation to reflect a reduction in the share capital of the Company from CHF 43,276,655 to CHF 42,248,535.50, and a corresponding reduction of the registered shares reflecting a new total of 168,994,142 registered shares with a nominal value of CHF 0.25 each. As a result of changes in Article 3, the Company also amended Article 27 to update the Swiss “capital band” information.
The reduction in the share capital reflects the cancellation of shares repurchased on the SIX Swiss Exchange for cancellation purposes as part of the Company’s share buyback program.
The amended Articles of Incorporation became effective upon publication in the Swiss Official Gazette of Commerce (SOGC) on October 9, 2024.
A copy of the amended Articles of Incorporation is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
d) Exhibits.
| | | | | | | | |
| Exhibit | | Description |
| 3.1 | | |
| 104 | | Cover Page Interactive Data File (Cover page XBRL tags are embedded within the Inline XBRL document) |
| | |
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.
| | | | | | | | | | | |
| | | Logitech International S.A. |
| | | |
| | | |
| | | /s/ Matteo Anversa |
| | | |
| | | Matteo Anversa |
| | | Chief Financial Officer |
| | | |
| | | |
| | | /s/ Samantha Harnett |
| | | |
| | | Samantha Harnett |
| | | Chief Legal Officer |
| October 11, 2024 | | |