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
Date of report (Date of earliest event reported): December 8, 2017
PepsiCo, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| North Carolina | 1-1183 | 13-1584302 |
| (State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (IRS Employer Identification No.) |
700 Anderson Hill Road
Purchase, New York 10577
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (914) 253-2000
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 registrant under any of the following provisions (see General Instruction A.2. below):
| 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)) |
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 o
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 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
(d)
On December 8, 2017, PepsiCo, Inc. (“PepsiCo”), acting pursuant to authorization from its Board of Directors, determined to voluntarily withdraw the principal listing of PepsiCo’s common stock, par value 1-2/3 cents per share (the “Common Stock”) from the New York Stock Exchange (“NYSE”) and transfer the listing to The Nasdaq Global Select Market (“Nasdaq”). PepsiCo expects that listing and trading of its common stock on NYSE will end at market close on December 19, 2017, and that trading will begin on Nasdaq at market open on December 20, 2017.
The Common Stock has been approved for listing on Nasdaq, where it will continue to trade under the stock symbol “PEP.”
PepsiCo’s 1.750% Senior Notes Due 2021, 2.500% Senior Notes Due 2022, 2.625% Senior Notes Due 2026 and 0.875% Senior Notes due 2028 are currently expected to continue their listing on NYSE.
| Item 7.01. | Regulation FD Disclosure. |
PepsiCo issued the press release attached hereto as Exhibit 99.1 in connection with the transfer of the principal listing of the Common Stock to Nasdaq.
The information in Items 7.01 and 9.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 | Press release issued by PepsiCo, Inc. dated December 8, 2017. |
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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.
| Date: December 8, 2017 | PepsiCo, Inc. | |||
| By: | /s/ Cynthia A. Nastanski | |||
| Name: | Cynthia A. Nastanski | |||
| Title: | Senior Vice President, Corporate Law and Deputy Corporate Secretary | |||
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INDEX TO EXHIBITS
|
Exhibit |
Description |
| 99.1 | Press release issued by PepsiCo, Inc. dated December 8, 2017. |
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