0001507385-15-000003.txt : 20150105 0001507385-15-000003.hdr.sgml : 20150105 20150105145150 ACCESSION NUMBER: 0001507385-15-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20141231 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150105 DATE AS OF CHANGE: 20150105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: American Realty Capital Properties, Inc. CENTRAL INDEX KEY: 0001507385 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35263 FILM NUMBER: 15504112 BUSINESS ADDRESS: STREET 1: 405 PARK AVENUE, 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-413-9100 MAIL ADDRESS: STREET 1: 405 PARK AVENUE, 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARC Properties Operating Partnership, L.P. CENTRAL INDEX KEY: 0001528059 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 452881947 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-197780 FILM NUMBER: 15504113 BUSINESS ADDRESS: STREET 1: 405 PARK AVENUE, 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-413-9100 MAIL ADDRESS: STREET 1: 405 PARK AVENUE, 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 8-K 1 arcp8-kxbylaws1231.htm 8-K ARCP 8-K - Bylaws (12.31)



 

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): January 5, 2015 (December 31, 2014)

AMERICAN REALTY CAPITAL PROPERTIES, INC.
ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
(Exact name of Registrant as specified in its charter)
 
 
 
 
 
 
 
 
 
 
Maryland
 
001-35263
 
45-2482685
Delaware
 
333-197780
 
45-1255683
(State or other jurisdiction of incorporation)
 
       (Commission File Number)
 
(I.R.S. Employer Identification No.)
 
 
 
 
 
 
 
 
 
 
405 Park Avenue, 15th Floor
New York, New York 10022
(Address of principal executive offices, including zip code)
 
 
(212) 413-9100
(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:

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 31, 2014, the Board of Directors (the “Board”) of American Realty Capital Properties, Inc. (the “Company”) determined to assign responsibility for reviewing, and, if appropriate, approving related person transactions to its Nominating and Corporate Governance Committee. Accordingly, the Board adopted an amendment to the bylaws of the Company (the “Bylaws”) to delete Section 3.11 (which had previously established a Conflicts Committee of the Board to review and, if appropriate, approve certain related person transactions) and amended the charters of the Audit Committee and the Nominating and Corporate Governance Committee to reflect this change. The foregoing summary of the amendment to the Bylaws is qualified in its entirety by reference to Amendment No. 2 to the Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated herein by reference. The amended charters of the Audit Committee and the Nominating and Corporate Governance Committee are available on the Company’s website at www.arcpreit.com.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits
 
Exhibit No.
 
Description
 
3.1
 
Amendment No. 2 to the Bylaws of American Realty Capital Properties, Inc.




2


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
AMERICAN REALTY CAPITAL PROPERTIES, INC.
 
 
 
By:
/s/ Richard A. Silfen
 
Name:
Richard A. Silfen
 
Title:
Executive Vice President, General Counsel and Secretary

 
ARC PROPERTIES OPERATING PARTNERSHIP, L.P.

By: American Realty Capital Properties, Inc., its sole general partner
 
 
 
By:
/s/ Richard A. Silfen
 
Name:
Richard A. Silfen
 
Title:
Executive Vice President, General Counsel and Secretary

Date: January 5, 2015




3



Exhibit Index

 
Exhibit No.
 
Description
 
3.1
 
Amendment No. 2 to the Bylaws of American Realty Capital Properties, Inc.



 EX-3.1 2 exhibit31amend2bylaws8k1231.htm EXHIBIT 3.1 Exhibit 3.1 Amend 2 Bylaws (8K 12.31)
Exhibit 3.1


AMENDMENT NO. 2 TO THE BYLAWS OF
AMERICAN REALTY CAPITAL PROPERTIES, INC.
December 31, 2014
This Amendment No. 2 (this “Amendment”) to the Bylaws (the “Bylaws”) of American Realty Capital Properties, Inc., a Maryland corporation (the “Corporation”), is being adopted pursuant to Section 7.07 of the Bylaws and is effective as of the date hereof.
1.
The Bylaws are hereby amended by deleting the existing Section 3.11 (Conflicts Committee) in its entirety.
2.
All sections in Article 3 after the existing Section 3.10 shall be re-numbered accordingly for the deletion of the existing Section 3.11 (Conflicts Committee).
3.
Except as expressly set forth herein, this Amendment shall not alter, modify, amend or in any way affect any of the terms contained in the Bylaws, all of which are ratified and affirmed in all respects and shall continue in full force and effect. This Amendment shall apply and be effective only with respect to the provisions of the Bylaws specifically referred to herein. After the date hereof, any reference to the Bylaws shall mean the Bylaws, as modified hereby.

[Signature page follows]


IN WITNESS WHEREOF, the undersigned duly authorized officer of the Corporation hereby certifies that this Amendment to the Bylaws was duly adopted by resolutions of the Board of Directors of the Corporation.

 
/s/ Richard A. Silfen
 
Name:
Richard A. Silfen
 
Title:
Executive Vice President, General Counsel and Secretary





[Signature Page to Amendment No. 2 to the Bylaws of American Realty Capital Properties, Inc.]