UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): September 13, 2011
DDR Corp.
(Exact Name of Registrant as Specified in Charter)
Ohio | 1-11690 | 34-1723097 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
3300 Enterprise Parkway, Beachwood, Ohio | 44122 | |||
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (216) 755-5500
Developers Diversified Realty Corporation
(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; Change in Fiscal Year. |
On September 13, 2011, Developers Diversified Realty Corporation (the Company) filed an amendment (the Amendment) to its Second Amended and Restated Articles of Incorporation with the Secretary of State for the State of Ohio. The Amendment changed the Companys name from Developers Diversified Realty Corporation to DDR Corp. The Amendment became effective on September 13, 2011.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit |
Description | |
3.1 | Amendment to Second Amended and Restated Articles of Incorporation 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.
DDR CORP. | ||
By: | /s/ David E. Weiss | |
David E. Weiss | ||
Executive Vice President and General Counsel |
Date: September 14, 2011
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EXHIBIT INDEX
Exhibit |
Description | |
3.1 | Amendment to Second Amended and Restated Articles of Incorporation of the Company |
- 4 -
Exhibit 3.1
Prescribed by: |
Expedite this Form: (Select One)
| |||||
The Ohio Secretary of State Central Ohio: (614) 466-3910 Toll Free: 1-877-SOS-FILE (1-877-767-3453) |
Mail Form to one of the Following: | |||||
PO Box 1390 | ||||||
Columbus, OH 43216 | ||||||
*** Requires an additional fee of $100 ***
| ||||||
www.sos.state.oh.us | PO Box 1329 | |||||
e-mail: busserv@sos.state.oh.us | Columbus, OH 43216 |
Certificate of Amendment by Directors
or Incorporators to Articles
(Domestic)
Filing Fee $50.00
RECEIVED | ||||
SECRETARY OF STATE | ||||
2011 SEPT 13 PM 12:24 | ||||
CLIENT SERVICE CENTER |
(CHECK ONLY ONE (1) BOX)
(1) | þ Amendment by Directors | (2) | ¨ Amendment by Incorporators | |||||||
¨ Amended by Directors |
(123-AMDD) | ¨ Amended by Incorporators (124-AMDI) |
Complete the general information in this section for the box checked above. | ||
Name of Corporation | Developers Diversified Realty Corporation | |
Charter Number | 831795 | |
¨ Please check if additional provisions attached hereto are incorporated herein and made a part of these articles of organization.
|
Complete the information in this section if box (1) is checked. | ||||||
Name and Title of Officer | David E. Weiss |
Secretary | ||||
(name) | (title) | |||||
(CHECK ONLY ONE (1) BOX) | ||||||
þ A meeting of the directors was duly called and held on |
September 13, 2011 | |||||
(Date) | ||||||
¨ In an writing signed by all the Directors pursuant to section 1701.54 of the ORC | ||||||
The following resolution was adopted pursuant to section 1701.70(B) | (6) of the ORC: | |||||
(Insert proper paragraph number) | ||||||
RESOLVED, that the First Article of the Second Amended and Restated Articles of Incorporation of Developers Diversified Realty Corporation be deleted and restated to read in its entirety as follows: The name of the Corporation shall be DDR Corp.
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540 | Page 1 of 2 | Last Revised: May 2002 |
Complete the information in this section if box (2) is checked. | ||
WE, the undersigned, being all of the incorporators of the above named corporation, do certify that the subscriptions to shares have not been received and the initial directors are not named in the articles. We hereby have elected to amend the articles as follows:
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REQUIRED | ||||||
Must be authenticated (signed) by an authorized representative |
/s/ David E. Weiss |
9/13/2011 | ||||
(See Instructions) | Authorized Representative | Date | ||||
David E. Weiss |
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540 | Page 2 of 2 | Last Revised: May 2002 |
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