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): October 30, 2006
DOUGLAS EMMETT, INC.
(Exact name of registrant as specified in its charter)
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Maryland |
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001-33106 |
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20-3073047 |
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(State or other
jurisdiction of
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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808 Wilshire Blvd., Suite 200 |
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Santa Monica, California |
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90401 |
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(Address of principal executive offices of each registrant) |
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(Zip Code) |
(310) 255-7700
(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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communication 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-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On October 30, 2006, Douglas Emmett, Inc. (the “Registrant”) filed a Certificate of Correction to its Articles of Amendment and Restatement (the “Certificate of Correction”) with the State Department of Assessments and Taxation of Maryland. The Registrant’s Certificate of Correction is filed as Exhibit 3.1 to this report and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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3.1 |
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Certificate of Correction to the Articles of Amendment and Restatement of Douglas Emmett, Inc. |
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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: October 30, 2006
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DOUGLAS EMMETT, INC. |
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By: |
/s/ Jordan L. Kaplan |
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Jordan L. Kaplan |
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President and Chief Executive
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Exhibit 3.1
DOUGLAS EMMETT, INC.
CERTIFICATE OF CORRECTION
THIS IS TO CERTIFY THAT:
FIRST : The title of the document being corrected is the Articles of Amendment and Restatement (the “Articles”).
SECOND : The sole party to the Articles is Douglas Emmett, Inc., a Maryland corporation (the “Company”).
THIRD : The Articles were filed with the State Department of Assessments and Taxation of Maryland (“SDAT”) on October 18, 2006.
FOURTH : Section 4.2 of Article IV of the Articles as previously filed with the SDAT is set forth below:
Section 4.2 Extraordinary Actions . Except as specifically provided in Section 4.8 (relating to removal of directors) and in Article VII (relating to certain amendments of the Charter), notwithstanding any provision of law permitting or requiring any action to be taken or approved by the affirmative vote of the holders of shares entitled to cast a greater number of votes, any such action shall be effective and valid if declared advisable by the Board of Directors and taken or approved by the affirmative vote of holders of shares entitled to cast a majority of all the votes entitled to be cast on the matter.
FIFTH : Section 4.2 of Article IV of the Articles as corrected hereby is set forth below:
Section 4.2 Extraordinary Actions . Except as specifically provided in Article VII and except for those mergers and transfers of assets permitted to be made without stockholder approval under Maryland law, any extraordinary action, including, without
limitation, the transfer of all or substantially all of the assets of the Corporation and the Corporation’s subsidiaries taken as a whole, shall be effective and valid only if declared advisable by the Board of Directors and approved by the affirmative vote of holders of shares entitled to cast two-thirds of all the votes entitled to be cast on the matter.
SIXTH : The third and fourth sentences of Article VII of the Articles as previously filed with the SDAT are set forth below:
Except for amendments to Article IV, Section 4.8 or the next sentence of the Charter and except for those amendments permitted to be made without stockholder approval under Maryland law or by specific provision in the Charter, any amendment to the Charter shall be valid only if declared advisable by the Board of Directors and approved by the affirmative vote of a majority of all the votes entitled to be cast on the matter. However, any amendment to Article IV, Section 4.8 or to this sentence of the Charter shall be valid only if declared advisable by the Board of Directors and approved by the affirmative vote of two-thirds of all the votes entitled to be cast on the matter.
SEVENTH : The third and fourth sentences of Article VII of the Articles as corrected hereby are set forth below:
Except for amendments to Section 4.2 or 4.8 of Article IV or the next sentence of the Charter and except for those amendments permitted to be made without stockholder approval under Maryland law or by specific provision in the Charter, any amendment to the Charter shall be valid only if declared advisable by the Board of Directors and approved by the affirmative vote of a majority of all the votes entitled to be cast on the matter. However, any amendment to Section 4.2 or 4.8 of Article IV or to this sentence of the Charter shall be valid only if declared advisable by
the Board of Directors and approved by the affirmative vote of two-thirds of all the votes entitled to be cast on the matter.
EIGHTH : The undersigned President of the Company acknowledges this Certificate of Correction to be the corporate act of the Company and as to all matters or facts required to be verified under oath, the undersigned President acknowledges that to the best of her knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
IN WITNESS WHEREOF, the Company has caused this Certificate of Correction to be signed in its name and on its behalf by its President and attested to by its Secretary on this 27 th day of October, 2006.
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ATTEST: |
DOUGLAS EMMETT, INC. |
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/s/ Barbara J. Orr |
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By: |
/s/ Jordan L. Kaplan |
(SEAL) |
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Name: |
Barbara J. Orr |
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Name: |
Jordan L. Kaplan |
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Title: |
Secretary |
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Title: |
President |
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