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): February 8, 2018
Behringer Harvard Opportunity REIT I, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Maryland | 000-51961 | 20-1862323 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
14675 Dallas Parkway, Suite 600, Dallas, Texas 75254
(Address of principal executive offices)
(Zip Code)
(888) 808-7348
(Registrant’s telephone number, including area code)
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:
| 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
On February 8, 2018, Behringer Harvard Opportunity REIT I, Inc. (the “Company”) filed articles of dissolution (the “Articles of Dissolution”) with the State Department of Assessments and Taxation of Maryland (the “SDAT”) pursuant to the Company’s plan of complete liquidation and dissolution (the “Plan of Liquidation”). The Plan of Liquidation was approved by the Company’s board of directors on August 26, 2016, subject to stockholder approval, and was approved by the Company’s stockholders on January 30, 2017. The Articles of Dissolution became effective upon their acceptance for record by the SDAT on February 8, 2018 (the “Effective Date”).
As of the Effective Date, the Company directed its transfer agent to close the Company’s stock transfer books and at such time cease recording stock transfers except by will, intestate succession or operation of law. The right of a holder of record of the Company’s common stock to receive distributions in accordance with the Plan of Liquidation and Maryland General Corporation Law is not affected by the filing of the Articles of Dissolution.
For additional information regarding the Company’s dissolution, please see the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on November 2, 2016, and the Plan of Liquidation attached thereto as Annex A.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
The disclosure set forth above under Item 3.03 with respect to the filing of the Articles of Dissolution is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
| Exhibit | Description | |
| 3.1 | Articles of Dissolution, as filed by Behringer Harvard Opportunity REIT I, Inc. with the State Department of Assessments and Taxation of Maryland on February 8, 2018 |
2
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 hereunto duly authorized.
| BEHRINGER HARVARD OPPORTUNITY REIT I, INC. | ||
| Dated: February 8, 2018 | By: | /s/Terri Warren Reynolds |
|
Terri Warren Reynolds Senior Vice President-Legal, General Counsel, and Secretary | ||
3
Exhibit 3.1
BEHRINGER HARVARD OPPORTUNITY REIT I, INC.
ARTICLES OF DISSOLUTION
Behringer Harvard Opportunity REIT I, Inc., a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The name of the Company is as set forth above, and the address of the principal office of the Company in the State of Maryland is c/o CSC-Lawyers Incorporating Service Company, 7 St. Paul Street, Suite 820, Baltimore, Maryland 21202.
SECOND: The name and address of the resident agent of the Company in the State of Maryland, who shall serve for one year after dissolution and thereafter until the affairs of the Company are wound up, are: CSC-Lawyers Incorporating Service Company, 7 St. Paul Street, Suite 820, Baltimore, Maryland 21202.
THIRD: The name and address of each director of the Company are as follows:
| Name | Address | |
| Barbara C. Bufkin |
c/o Behringer Harvard Opportunity REIT I, Inc. 14675 Dallas Parkway, Suite 600 Dallas, TX 75254 | |
| Michael D. Cohen |
c/o Stratera Services, LLC 14675 Dallas Parkway, Suite 600 Dallas, TX 75254 | |
| Terry L. Gage |
c/o Behringer Harvard Opportunity REIT I, Inc. 14675 Dallas Parkway, Suite 600 Dallas, TX 75254 | |
| Steven J. Kaplan |
c/o Behringer Harvard Opportunity REIT I, Inc. 14675 Dallas Parkway, Suite 600 Dallas, TX 75254 |
FOURTH: The name, title and address of each officer of the Company are as follows:
| Name | Title | Address | ||
| Mitchell C. Hochberg | Chief Executive Officer and President |
c/o The Lightstone Group 1985 Cedar Bridge Avenue, Suite 1 | ||
| Donna Brandin | Chief Financial Officer, Senior Vice President, Treasurer, and Assistant Secretary |
c/o The Lightstone Group 1985 Cedar Bridge Avenue, Suite 1 | ||
| Terri Warren Reynolds | Senior Vice President - Legal, General Counsel and Secretary |
c/o The Lightstone Group 1985 Cedar Bridge Avenue, Suite 1 |
FIFTH: The dissolution of the Company has been approved in the manner and by the vote required by law and the charter of the Company, as follows:
(a) The Board of Directors of the Company, at a duly held meeting, adopted resolutions, among other related items (i) approving the sale of all of the Company’s assets and the Company’s dissolution in accordance with the plan of complete liquidation and dissolution of the Company (the “Plan of Liquidation”), pending the approval of the Company’s stockholders; (ii) determining that the terms and conditions of the Plan of Liquidation are fair to the Company’s stockholders, advisable and in best interests of the Company; (iii) approving the Plan of Liquidation; and (iv) directing that the Plan of Liquidation, the sale of all of the Company’s assets and the Company’s dissolution in accordance with the Plan of Liquidation be submitted for consideration by the Company’s stockholders at the Company’s annual meeting of stockholders.
(b) The stockholders of the Company, at a duly held meeting, approved the sale of all of the Company’s assets and the Company’s dissolution pursuant to the Plan of Liquidation as so proposed by the Board of Directors of the Company.
SIXTH: On January 19, 2018, notice of the approved dissolution of the Company, as required by Section 3-404 of the Maryland General Corporation Law, was mailed to all known creditors of the Company.
SEVENTH: The Company is hereby dissolved.
EIGHTH: The undersigned acknowledges these Articles of Dissolution to be the corporate act of the Company and as to all matters or facts required to be verified under oath, the undersigned 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.
2
IN WITNESS WHEREOF, the Company has caused these Articles of Dissolution to be signed in its name and on its behalf by its President and attested by its Secretary on this 5th day of February 2018.
| ATTEST: | BEHRINGER HARVARD OPPORTUNITY REIT I, INC. | |||
| By: | /s/ Donna Brandin | By: | /s/ Mitchell C. Hochberg | |
Name: Donna Brandin Title: Assistant Secretary |
Name: Mitchell C. Hochberg Title: Chief Executive Officer and President | |||
3
THE UNDERSIGNED, hereby consents to act as resident agent in Maryland for the entity named in the attached instrument.
| CSC-Lawyers Incorporating Service Company | ||
| By: | /s/ Sylvia M. Buxbaum | |
| Name: Sylvia M. Buxbaum | ||
| Title: Authorized Representative | ||
| Date: 2-8-2018 | ||
4