-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VWSPphObhBFI1vfrJ/my+uvp4EOlw5kLHqZ7trprTDfnFgamRww05zo7cpNvOfn+ oj2umESzFwW33hEFJTL1Qg== 0000950138-06-000926.txt : 20061221 0000950138-06-000926.hdr.sgml : 20061221 20061221172737 ACCESSION NUMBER: 0000950138-06-000926 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061220 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061221 DATE AS OF CHANGE: 20061221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WELLSFORD REAL PROPERTIES INC CENTRAL INDEX KEY: 0001038222 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 133926898 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12917 FILM NUMBER: 061294328 BUSINESS ADDRESS: STREET 1: 535 MADISON AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128383400 MAIL ADDRESS: STREET 1: 535 MADISON AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 8-K 1 dec20-8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT

TO SECTION 13 OR 5(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

Date of report (Date of earliest event reported)

December 21, 2006 (December 15, 2006)

 

WELLSFORD REAL PROPERTIES, INC.

(Exact Name of Registrant as Specified in Charter)

 

Maryland

(State or Other Jurisdiction of Incorporation)

 

1-12917

13-3926898

(Commission File Number)

(IRS Employer Identification No.)

 

 

535 Madison Avenue, New York, NY

10022

(Address of Principal Executive Offices)

(Zip Code)

 

 

(212) 838-3400

(Registrant’s Telephone Number, Including Area Code)

 

 

(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))

 

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On December 15, 2006, the Board of Directors of Wellsford Real Properties, Inc. (the “Company”) approved a resolution to amend the Company’s charter to reclassify all of the authorized but unissued shares of Series A 8.0% Convertible Redeemable Preferred Stock, Class A-1 Common Stock, and to the extent such shares remain classified, Class A Common Stock, as shares of Common Stock of the Company. Accordingly, Articles Supplementary effecting the reclassification were filed with the State Department of Assessments and Taxation of Maryland on December 20, 2006. The summary of changes to the Company’s charter set forth above is qualified in its entirety by reference to the full text of the Articles Supplementary, a copy of which is attached to this report as Exhibit 3.1 and incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

 

 

(c)

Exhibits.

 

 

3.1

Articles Supplementary

 

 

 

2

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.

 

WELLSFORD REAL PROPERTIES, INC.

 

By:

 

/s/ Mark P. Cantaluppi

 

 

Mark P. Cantaluppi

 

 

Vice President and Chief Financial Officer

 

Date:

December 21, 2006

 

 

 

 

3

 

 

 EX-3 2 ex_3-1.htm EX_3-1

Exhibit 3.1

 

WELLSFORD REAL PROPERTIES, INC.

 

ARTICLES SUPPLEMENTARY

 

Wellsford Real Properties, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

 

FIRST: Pursuant to the authority expressly vested in the Board of Directors of the Corporation (“Board of Directors”) by Section 2-208 of the Maryland General Corporation Law (“MGCL”) and the charter of the Corporation (“Charter”), the Board of Directors, by unanimous written consent in accordance with 2-408(c) of the MGCL, adopted resolutions reclassifying and designating:

 

1.           2,000,000 of the authorized but unissued shares of Series A 8% Convertible Redeemable Preferred Stock, $.01 par value per share (“Series A Preferred Stock”), of the Corporation, as shares of Common Stock, $.02 par value per share (the “Common Stock”), without further classification or designation as to class or series, with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of shares of the Common Stock as set forth in the Charter; and

 

2.           175,000 of the authorized but unissued shares of Class A-1 Common Stock, $.02 par value per share (“Class A-1 Common Stock”), of the Corporation, as shares of Common Stock without further classification or designation as to class or series, with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of shares of the Common Stock as set forth in the Charter.

 

3.           350,000 of the authorized but unissued shares of Class A Common Stock, $.01 par value per share (“Class A Common Stock”), of the Corporation, to the extent such shares remained classified after the filing of Articles of Amendment to the Charter on June 9, 2000, as shares of Common Stock without further classification or designation as to class or series, with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of shares of the Common Stock as set forth in the Charter.

 

SECOND: The Series A Preferred Shares, the Class A-1 Common Stock and the Class A Common Stock have been duly reclassified and redesignated by the Corporation’s Board of Directors under the authority contained in Article VI of the Corporation’s Charter.

 

THIRD: These Articles Supplementary do not increase the authorized stock of the Corporation. The total number of shares of stock which the Corporation has authority to issue is 101,000,000, consisting of 101,000,000 shares of Common Stock,

$.02 par value per share. The aggregate par value of all authorized shares of stock having par value is $2,020,000.

 

FOURTH: The undersigned Chief Executive Officer of the Corporation acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned Chief Executive Officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

                              IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be signed in its name and on its behalf by its Chief Executive Officer and attested by its Secretary as of the ___ day of December, 2006.

 

ATTEST:

 

Wellsford Real Properties, Inc.

 

 

 

 

 

 

/s/ James J. Burns

 

By

/s/ Jeffrey H. Lynford

James J. Burns

 

 

Jeffrey H. Lynford

Secretary

 

 

Chief Executive Officer

 

 

 

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