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
December 1, 2005
Date of report (Date of earliest event reported)
ConAgra Foods, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-7275 47-0248710
(Commission File Number) (IRS Employer Identification No.)
One ConAgra Drive
Omaha, NE 68102
(Address of Principal Executive Offices) (Zip Code)
(402) 595-4000
(Registrant's Telephone Number, Including Area Code)
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(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):
|_| 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))
Item 5.03 Amendments to Articles of Incorporation or Bylaws
At the meeting of the board of directors of ConAgra Foods held on December
1, 2005, the directors approved a restatement of the Certificate of
Incorporation. The restatement does not amend any provisions of the Certificate
of Incorporation and includes only provisions currently in effect pursuant to
Section 245 of the Delaware General Corporation Law. The board also amended the
company's bylaws to conform bylaw provisions to reflect current Delaware law and
revise bylaw provisions relating to officers to conform to current ConAgra Foods
procedures. Such amendments effected changes to bylaw provisions on: (a)
stockholder addresses; (b) record dates; (c) voting and quorum matters; (d)
conduct of stockholder meetings; (e) director electronic consents; (f) company
officers; (g) share certificates; (h) fractional share transfers; and (i)
indemnification.
Copies of the restated Certificate of Incorporation as filed with the
Delaware Secretary of State and the bylaws, as amended, are attached as exhibits
and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
Exhibit 3.1 Restated Certificate of Incorporation of ConAgra Foods
Exhibit 3.2 Bylaws of ConAgra Foods, as amended
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.
CONAGRA FOODS, INC.
Date: December 2, 2005 By: /s/ Owen C. Johnson
Name: Owen C. Johnson
Title: Executive Vice President,
Organization & Administration
and Corporate Secretary
EXHIBIT INDEX
Exhibit Description Page No.
Exhibit 3.1 Restated Certificate of Incorporation of ConAgra Foods...
Exhibit 3.2 Bylaws of ConAgra Foods..................................