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 21, 2012
AGREE REALTY CORPORATION
(Exact name of registrant specified in its charter)
| Maryland | 1-12928 | 38-3148187 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
31850 Northwestern Highway
Farmington Hills, MI 48334
(Address of principal executive offices, zip code)
Registrant’s telephone number, including area code: (248) 737-4190
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:
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 September 21, 2012, Agree Realty Corporation (the “Company”) filed Articles Supplementary to the Company’s Articles of Incorporation with the Maryland State Department of Assessments and Taxation reclassifying and designating 2,500,000 authorized but unissued shares of Excess Stock, par value $0.0001 per share, of the Company (“Excess Stock”), as additional shares of Common Stock, par value $.0001 per share, of the Company (“Common Stock”) with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption as set forth in the Company’s Articles of Incorporation. After giving effect to the foregoing classification, the Company has the authority to issue 20,000,000 shares of capital stock, par value $0.0001 per share, of which 15,850,000 shares are classified as shares of Common Stock, 4,000,000 shares are classified as shares of Excess Stock and 150,000 shares are classified as shares of the Company’s Series A Junior Participating Preferred Stock. The Articles Supplementary, which were effective upon filing, are included as Exhibit 3.1 hereto and are incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Articles Supplementary of Agree Realty Corporation |
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.
| Agree Realty Corporation | ||
| By: | /s/ Alan D. Maximiuk | |
| Alan D. Maximiuk | ||
| Vice President, Chief Financial Officer, and Secretary | ||
| Dated: September 25, 2012 | ||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 3.1 | Articles Supplementary of Agree Realty Corporation |
ARTICLES SUPPLEMENTARY
of
AGREE REALTY CORPORATION
September 21, 2012
Agree Realty Corporation, a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that:
FIRST: Under a power contained in Article SIXTH of the Articles of Incorporation of the Corporation (the “Charter”), the Board of Directors of the Corporation (the “Board of Directors”), by resolutions duly adopted on August 17, 2012, has reclassified and designated 2,500,000 authorized but unissued shares of Excess Stock, par value $0.0001 per share, of the Corporation (“Excess Stock”), as shares of Common Stock, par value $.0001 per share, of the Corporation (“Common Stock”) with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption as set forth in the Charter.
SECOND: After giving effect to the foregoing classification, the Corporation has the authority to issue 20,000,000 shares of capital stock, par value $0.0001 per share, of which 15,850,000 shares are classified as shares of Common Stock, 4,000,000 shares are classified as shares of Excess Stock and 150,000 shares are classified as shares of the Corporation’s Series A Junior Participating Preferred Stock.
THIRD: The Excess Stock has been reclassified and designated by the Board of Directors under the authority contained in the Charter.
FOURTH: These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law.
FIFTH: These Articles Supplementary shall be effective at the time the Department accepts these Articles Supplementary for record.
SIXTH: The undersigned President of the Corporation acknowledges these Articles Supplementary to be the corporate act of the Corporation and as to all matters of facts required to be verified under oath, the undersigned President 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.
[Signature page follows]
IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be signed in its name and on its behalf by its President and Chief Operating Officer and attested to by its Vice President, Chief Financial Officer and Secretary as of the date first written above.
| AGREE REALTY CORPORATION | |||||
| By: | /s/ Joey Agree | [SEAL] | |||
| Name: | Joey Agree | ||||
| Title: | President and Chief Operating Officer | ||||
ATTEST:
| AGREE REALTY CORPORATION | |||
| By: | /s/ Alan D. Maximiuk | ||
| Name: | Alan D. Maximiuk | ||
| Title: | Vice President, Chief Financial Officer and Secretary | ||