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) May 15, 2009

FMC TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

 
 	 	 	 	 	
Delaware	 	1-16489	 	36-4412642	
(State or other jurisdiction
of incorporation)	 	(Commission File Number)	 	(I.R.S. Employer
Identification No.)	
1803 Gears Road, Houston, TX 77067
(Address of principal executive offices) (Zip Code)
(281) 591-4000
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))	

 

Item 5.03.	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.	
(a) Amendment of Articles
On May 15, 2009, stockholders at the Company’s annual meeting of stockholders voted in favor of the Board of Directors’ proposal to amend, effective immediately, the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 195 million shares to 300 million shares.
A copy of the amendment to the Company’s Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 to this report and is incorporated herein by reference.
 
Item 9.01	Financial Statements and Exhibits	
(d) Exhibit

3.1	  	Amendment to the FMC Technologies, Inc. Amended and Restated Certificate of Incorporation, effective May 19, 2009.	

SIGNATURE
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 thereunto duly authorized.

 	 	FMC TECHNOLOGIES, INC.	
 	 	 	
Date: May 19, 2009	 	By:	 	/s/ William H. Schumann, III	
 	 	 	 	William H. Schumann, III	
 	 	 	 	Executive Vice President and Chief Financial Officer	

Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
FMC TECHNOLOGIES, INC.
The undersigned Corporation, in order to amend its Certificate of Incorporation, hereby certifies as follows:
FIRST: The name of the Corporation is: FMC Technologies, Inc.
SECOND: The Corporation hereby amends its Amended and Restated Certificate of Incorporation as follows:
Section 1 of Article IV is hereby amended by deleting all of the text of such section and replacing it with the following in substitution thereof:
“The Corporation shall be authorized to issue 312,000,000 shares of capital stock, of which 300,000,000 shares shall be shares of Common Stock, $0.01 par value (“Common Stock”), and 12,000,000 shares shall be shares of Preferred Stock, $0.01 par value (“Preferred Stock”).”
THIRD: The written amendment effected herein has been duly adopted by the Board of Directors and approved by the stockholders of the Corporation in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, this Certificate has been subscribed this 19th day of May, 2009, by the undersigned who affirms that the statements made herein are true under the penalties of perjury.

FMC Technologies, Inc.	
 	 	
By:	 	/s/ Jeffrey W. Carr	
Name:	 	Jeffrey W. Carr	
Title:	 	Vice President, General Counsel and	
 	 	Secretary