Form 8-K

0001193125-14-196973.txt : 20140513 0001193125-14-196973.hdr.sgml : 20140513 20140513160136 ACCESSION NUMBER: 0001193125-14-196973 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140513 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140513 DATE AS OF CHANGE: 20140513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Spirit Realty Capital, Inc. CENTRAL INDEX KEY: 0001308606 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 201676382 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36004 FILM NUMBER: 14837293 BUSINESS ADDRESS: STREET 1: 16767 N. PERIMETER DR. STREET 2: SUITE 210 CITY: SCOTTSDALE STATE: AZ ZIP: 85260 BUSINESS PHONE: 480.606.0820 MAIL ADDRESS: STREET 1: 16767 N. PERIMETER DR. STREET 2: SUITE 210 CITY: SCOTTSDALE STATE: AZ ZIP: 85260 FORMER COMPANY: FORMER CONFORMED NAME: Cole Credit Property Trust II Inc DATE OF NAME CHANGE: 20041115 8-K 1 d727179d8k.htm FORM 8-K Form 8-K

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 13, 2014

Spirit Realty Capital, Inc.

(Exact name of registrant as specified in its charter)

Maryland

0001-36004

20-1676382

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

16767 North Perimeter Drive, Suite 210, Scottsdale, Arizona 85260

(Address of principal executive offices) (Zip 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 Instructions A.2.):

¨	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

On May 13, 2014, Spirit Realty Capital, Inc. (the “Company”), approved an amendment to its Charter to increase from 490,000,000 to 770,000,000 the number of shares of stock that it has the authority to issue. The Company now has authority to issue 770,000,000 shares of stock, consisting of 750,000,000 shares of common stock, $0.01 par value per share, and 20,000,000 shares of preferred stock, $0.01 par value per share. Immediately prior to the amendment, the total number of shares of stock of all classes which the Company had authority to issue was 490,000,000 shares of stock, consisting of 470,000,000 shares of common stock, $0.01 par value per share, and 20,000,000 shares of preferred stock, $0.01 par value per share.

A copy of the Articles of Amendment of the Company, dated May 13, 2014, is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.



3.1		Articles of Amendment of the Company, dated May 13, 2014

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.


SPIRIT REALTY CAPITAL, INC.

By:		/s/ Michael A. Bender
		Michael A. Bender Chief Financial Officer, Executive Vice President and Treasurer (Principal Financial and Accounting Officer)

Date: May 13, 2014

EXHIBIT INDEX


Exhibit Number		Description

3.1		Articles of Amendment of the Company, dated May 13, 2014

EX-3.1 2 d727179dex31.htm EX-3.1 EX-3.1

Exhibit 3.1

ARTICLES OF AMENDMENT

Spirit Realty Capital, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that:

FIRST: The Charter of the Corporation (the “Charter”) is hereby amended by deleting existing Section 5.1 of existing Article V in its entirety and substituting in lieu thereof a new Section 5.1 to read as follows:

“Section 5.1 Authorized Shares. The Corporation has authority to issue 770,000,000 shares of stock, consisting of 750,000,000 shares of Common Stock, $0.01 par value per share (“Common Stock”), and 20,000,000 shares of Preferred Stock, $0.01 par value per share (“Preferred Stock”). The aggregate par value of all authorized shares of stock having par value is $7,700,000. If shares of one class of stock are classified or reclassified into shares of another class of stock pursuant to Section 5.2 or Section 5.3 of this Article V, the number of authorized shares of the former class shall be automatically decreased and the number of shares of the latter class shall be automatically increased, in each case by the number of shares so classified or reclassified, so that the aggregate number of shares of stock of all classes that the Corporation has authority to issue shall not be more than the total number of shares of stock set forth in the first sentence of this paragraph. The Board of Directors, with the approval of a majority of the entire Board and without any action by the stockholders of the Corporation, may amend the Charter from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Corporation has authority to issue.”

SECOND: The amendment to the Charter as set forth above has been duly approved by the entire board of directors of the Corporation and is limited to a change expressly authorized by Section 2-105(a)(13) of the Maryland General Corporation Law and Section 5.1 of Article V of the Charter to be made without action by the stockholders of the Corporation.

THIRD: Immediately prior to the amendment contained in these Articles of Amendment, the total number of shares of stock of all classes which the Corporation had authority to issue was 490,000,000 shares of stock, consisting of 470,000,000 shares of common stock, $0.01 par value per share, and 20,000,000 shares of preferred stock, $0.01 par value per share. The aggregate par value of all such authorized shares of stock having par value was $4,900,000.

FOURTH: Immediately following the amendment contained in these Articles of Amendment, the total number of shares of stock of all classes which the Corporation has authority to issue is 770,000,000 shares of stock, consisting of 750,000,000 shares of common stock, $0.01 par value per share, and 20,000,000 shares of preferred stock, $0.01 par value per share. The aggregate par value of all such authorized shares of stock having par value is $7,700,000.

FIFTH: The information required by Section 2-607(b)(2)(i) of the Maryland General Corporation Law was not changed by the amendment contained in these Articles of Amendment.

SIXTH: The undersigned President of the Corporation acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters and facts required to be verified under oath, the undersigned President of the Corporation 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 of Amendment to be signed in its name and on its behalf by its President and attested to on its behalf by its Secretary on this 13^th day of May, 2014.


ATTEST:		SPIRIT REALTY CAPITAL, INC.

By:	/s/ Ryan Berry	By:	/s/ Peter Mavoides
Ryan Berry		Peter Mavoides
Secretary		President