0000729237-12-000029.txt : 20120807 0000729237-12-000029.hdr.sgml : 20120807 20120807111245 ACCESSION NUMBER: 0000729237-12-000029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120806 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120807 DATE AS OF CHANGE: 20120807 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARKWAY PROPERTIES INC CENTRAL INDEX KEY: 0000729237 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 742123597 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11533 FILM NUMBER: 121011875 BUSINESS ADDRESS: STREET 1: ONE JACKSON PL STREET 2: 188 E CAPITOL ST STE 1000 CITY: JACKSON STATE: MS ZIP: 39225-4647 BUSINESS PHONE: 6019484091 MAIL ADDRESS: STREET 1: ONE JACKSON PL P O BOX 24647 STREET 2: 188 E CAPITOL ST STE 1000 CITY: JACKSON STATE: MS ZIP: 39225 FORMER COMPANY: FORMER CONFORMED NAME: PARKWAY CO DATE OF NAME CHANGE: 19951018 8-K 1 f8kamendedarticles.htm AMENDED ARTICLES OF INCORPORATION
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):  August 1, 2012


PARKWAY PROPERTIES, INC.
(Exact Name of Registrant as Specified in its Charter)

Maryland
1-11533
74-2123597
(State or Other Jurisdiction
(Commission File Number)
(IRS Employer
Of Incorporation)
 
Identification No.)

Bank of America Center, Suite 2400, 390 North Orange Avenue, Orlando, FL 32801
 (Address of Principal Executive Offices, including zip code)

(407) 650-0593
(Registrant's telephone number, including area code)

Not Applicable
(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):

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

As previously disclosed, at a Special Meeting of Stockholders held on July 31, 2012 (the "Special Meeting"), the stockholders of Parkway Properties, Inc. (the "Company") approved an amendment to the Company's Articles of Incorporation, as amended, to increase the total number of authorized capital shares of capital stock from 100,000,000 to 150,000,000.  This amendment was previously approved by the Company's Board of Directors and a description of the amendment was included in the Proxy Statement dated June 19, 2012 relating to the Special Meeting.

A copy of the Articles of Amendment to the Articles of Incorporation is attached hereto as Exhibit 3.1.  The Articles of Amendment became effective upon filing with the State of Maryland Department of Assessments and Taxation, which occurred on August 1, 2012. The foregoing description of the amendments to the Company's Charter is qualified in its entirety by reference to the full text of the Articles of Amendment, which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

Item 8.01                Other Events

As previously disclosed, at the Special Meeting the stockholders of the Company approved, among other things, the right to convert, at the option of the Company or the holders, shares of the Company's Series E Convertible Cumulative Redeemable Preferred Stock, par value $.001 per share (the "Series E Preferred Stock"), into shares of the Company's common stock, par value $.001 per share.

On August 1, 2012, the Company delivered a conversion notice and all shares of Series E Preferred Stock were converted into common stock on a one-for-one basis.

Item 9.01.                 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 3.1   Articles of Amendment to the Articles of Incorporation, as amended, of the Company





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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.

Date:        August 7, 2012

             PARKWAY PROPERTIES, INC.


                                                                                By: /s/ Mandy M. Pope                                      
                                                                          Mandy M. Pope
                                                                          Executive Vice President and Chief Accounting Officer


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 EX-3.1 2 exhibit3.1.htm ARTICLES OF AMENDMENT
                                                        Exhibit 3.1
PARKWAY PROPERTIES, INC.
ARTICLES OF AMENDMENT
Parkway Properties, Inc., a Maryland corporation (the "Corporation"), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST:             The Articles of Incorporation (the "Charter") of the Corporation is hereby amended to delete the current ARTICLE V, Section 1 of the Charter and replaces it with the following:
"Section 1. Authorized Capital Stock
(a) Authorized Shares. The total number of shares of capital stock of all classes that the Corporation has authority to issue is 150,000,000.  Of these shares of capital stock, 98,578,704 shares are classified as Common Stock, par value $0.001 per share (the "Common Stock"); 5,421,296 shares are classified as 8.00% Series D Cumulative Redeemable Preferred Stock, par value $0.001 per share (the "Series D Preferred Stock"); 16,000,000 shares are classified as Series E Convertible Cumulative Redeemable Preferred Stock, par value $0.001 per share (the "Series E Preferred Stock"); and 30,000,000 shares are classified as Excess Stock, par value $0.001 per share (the "Excess Stock").  The Common Stock, Series D Preferred Stock, Series E Preferred Stock and the Excess Stock shall each constitute a separate class of capital stock of the Corporation.
(b) Terminology and Aggregate Par Value.  All classes of capital stock (except Excess Stock) are referred to herein as "Equity Stock"; all classes of capital stock (including Excess Stock) are referred to herein as "Stock".  The aggregate par value of all of the Corporation's authorized Stock is $150,000."
SECOND:             The amendment to the Charter as set forth above has been duly advised by the Board of Directors and approved by the stockholders of the Corporation as required by law.
THIRD:             Immediately prior to the above amendment, the Corporation had authority to issue 100,000,000 shares of stock, consisting of 48,578,704 shares of Common Stock, par value $0.001 per share; 5,421,296 shares of 8.00% Series D Cumulative Redeemable Preferred Stock, par value $0.001 per share; 16,000,000 shares of Series E Convertible Cumulative Redeemable Preferred Stock, par value $0.001 per share; and 30,000,000 shares of Excess Stock, par value $0.001 per share.  The aggregate par value of all authorized shares of all classes of stock having par value was $100,000.

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FOURTH:             The total number of shares of stock which the Corporation has authority to issue pursuant to the foregoing amendment is 150,000,000, consisting of 98,578,704 shares of Common Stock, par value $0.001 per share; 5,421,296 shares of 8.00% Series D Cumulative Redeemable Preferred Stock, par value $0.001 per share; 16,000,000 shares of Series E Convertible Cumulative Redeemable Preferred Stock, par value $0.001 per share; and 30,000,000 shares of Excess Stock, par value $0.001 per share.  The aggregate par value of all authorized shares of all classes of stock having par value is $150,000.
FIFTH:             The information required by Section 2-607(b)(2)(i) of the Maryland General Corporation Law was not changed by the foregoing amendment.
SIXTH:             The undersigned officer acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters of facts required to be verified under oath, the undersigned 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 of perjury.
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed under seal in its name and on its behalf by the undersigned officer, and attested to by its Secretary, on this 1st day of August, 2012.
                                        PARKWAY PROPERTIES, INC.
                                        /s/ James R. Heistand
                                        James R. Heistand
                                        President and Chief Executive Officer

                                        ATTEST:
                                        /s/ Mandy M. Pope
                                        Mandy M. Pope
                                        Executive Vice President, Chief Accounting Officer and Secretary

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