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): July 17, 2007
----------------------
AMERICAN EXPRESS COMPANY
(Exact name of registrant as specified in its charter)
----------------------
New York 1-7657 13-4922250
------------------- ------------------------ -------------------
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation
or organization)
200 Vesey Street, World Financial Center
New York, New York 10285
---------------------------------------- ----------
(Address of principal executive offices) (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:
[ ] 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 8.01 OTHER EVENTS.
OPINION OF COUNSEL - INCORPORATED INTO REGISTRATION STATEMENT
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 July 17, 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 an additional 8,815 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.
Exhibit No. Description
----------- -----------
5.1 Opinion of Counsel.
-2-
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: July 17, 2007
AMERICAN EXPRESS COMPANY
By: /s/ Stephen P. Norman
----------------------
Stephen P. Norman
Secretary
-3-
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
5.1 Opinion of Counsel.