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) April 16, 2010
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 April 16, 2010, Monmouth Real Estate Investment Corporation (the Company) executed and submitted for filing with the State of Maryland an amendment to the Companys Articles of Incorporation (the Articles) to increase the Companys authorized shares of common stock by 5,000,000 shares. This amendment, which was approved by the Companys Board of Directors in accordance with the Articles and the Maryland General Corporation Law, will become effective upon acceptance by the State of Maryland, which is expected to be confirmed during the week of April 19, 2010. As a result of this amendment, the Companys total authorized shares will be increased from 41,322,500 shares (classified as 35,000,000 common shares, 1,322,500 preferred shares and 5,000,000 excess shares) to 46,322,500 shares (classified as 40,000,000 common shares, 1,322,500 preferred shares and 5,000,000 excess shares).
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Articles of Amendment, dated April 16, 2010.
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/ Anna T. Chew
ANNA T. CHEW
Chief Financial Officer
Date April 16, 2010
Page 3
ARTICLES OF AMENDMENT
The Charter of Monmouth Real Estate Investment Corporation (the Company), a Maryland corporation, is hereby amended to authorize the Company to issue an additional 5,000,000 shares of common stock.
1.
This Amendment has been approved by a majority of the entire Board of Directors at a meeting held on April 9, 2010.
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 June 20, 2008, the total number of shares of stock that the Company had authority to issue immediately before this Amendment was 41,322,500, classified as 35,000,000 shares of common stock, par value $.01 per share, 1,322,500 shares of preferred stock, par value $.01 per share, and 5,000,000 shares, par value $.01 per share of excess stock. The total number of shares of stock that the Company has authority to issue as per this Amendment is 46,322,500, classified as 40,000,000 shares of common stock, par value $.01 per share, 1,322,500 shares of preferred stock, par value $.01 per share, 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 $463,225.
We, the undersigned President and Secretary, swear under penalties of perjury that the foregoing is a corporate act.
Dated:
April 16, 2010
/s/ Eugene W. Landy
By:
Eugene 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 16 th day of April, 2010.
/s/ Robin Offsey
Robin Offsey
Notary Public