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 25, 2012
MONMOUTH REAL ESTATE INVESTMENT CORPORATION
(Exact name of Registrant as specified in its charter)
MARYLAND 000-04258 22-1897375
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
3499 Route 9N, Suite 3C, Freehold, NJ 07728
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (732) 577-9996
(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. below):
[ ] Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 142-12 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.
On January 25, 2012, Monmouth Real Estate Investment Corporation (the Company) executed and submitted for filing with the State of Maryland an amendment to the Company’s Articles of Incorporation (the Articles) to increase the Company’s authorized shares of common stock by 20,000,000 shares. This amendment, which was approved by the Company’s Board of Directors in accordance with the Articles and the Maryland General Corporation Law, will become effective upon acceptance by the State of Maryland. As a result of this amendment, the Company’s total authorized shares will be increased from 57,139,750 shares (classified as 50,000,000 common shares, 2,139,750 preferred shares and 5,000,000 excess shares) to 77,139,750 shares (classified as 70,000,000 common shares, 2,139,750 preferred shares and 5,000,000 excess shares).
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
3
Articles of Amendment, dated January 25, 2012.
Page 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.
MONMOUTH REAL ESTATE INVESTMENT CORPORATION
/s/ Maureen Vecere
MAUREEN VECERE
Chief Financial Officer
Date January 27, 2012
Page 3
ARTICLES OF AMENDMENT
The Articles of Incorporation of Monmouth Real Estate Investment Corporation (the “Company”), a Maryland corporation, are hereby amended to authorize the Company to issue an additional 20,000,000 shares of common stock.
1.
This Amendment was approved by a majority of the entire Board of Directors on January 18, 2012.
2.
This Amendment is expressly authorized by Section 2-105(a)12 of the Maryland Code, and may be made without action by the stockholders.
3.
As a result of the amendment filed on February 28, 2011, the total number of shares of stock that the Company had authority to issue immediately before this amendment was 57,139,750, classified as 50,000,000 shares of common stock, par value $.01 per share, 2,139,750 shares of preferred stock, par value $.01 per share, and 5,000,000 shares of excess stock, par value $.01 per share. The total number of shares of stock that the Company has authority to issue as per this Amendment is 77,139,750, classified as 70,000,000 shares of common stock, par value $.01 per share, 2,139,750 shares of preferred stock, par value $.01 per hare, and 5,000,000 shares of excess stock, par value $.01 per share.
4.
The Company has authority to issue common stock, preferred stock and excess stock as set forth in paragraph 3 above.
5.
The par value of each share of stock is $.01.
6.
The aggregate par value of all of the shares of authorized stock is now $771,397.50.
We, the undersigned President and Secretary, swear under penalty of perjury, that he foregoing is a corporate act.
Dated: January 25, 2012
/s/ Eugene W. Landy
By:
Eugene W. Landy, President
Monmouth Real Estate Investment Corporation
/s/ Elizabeth Chiarella
By:
Elizabeth Chiarella, Secretary
Monmouth Real Estate Investment Corporation
State of New Jersey
:
: S.S.
County of Monmouth
:
Sworn and subscribed to before me this 25th day of January, 2012.
/s/ Robin Offsey
Robin Offsey
Notary Public