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): September 3, 2019
Commission File Number 1-13610
CIM COMMERCIAL TRUST CORPORATION
(Exact name of registrant as specified in its charter)
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Maryland |
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75-6446078 |
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(State or other jurisdiction
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(I.R.S. Employer
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17950 Preston Road, Suite 600, |
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Dallas, TX 75252 |
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(972) 349-3200 |
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(Address of principal executive offices) |
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(Registrant’s telephone number) |
Former name, former address and former fiscal year, if changed since last report: NONE
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Securities registered or to be registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common Stock, $0.001 Par Value |
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CMCT |
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Nasdaq Global Market |
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Common Stock, $0.001 Par Value |
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CMCT-L |
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Tel Aviv Stock Exchange |
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Series L Preferred Stock, $0.001 Par Value |
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CMCTP |
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Nasdaq Global Market |
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Series L Preferred Stock, $0.001 Par Value |
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CMCTP |
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Tel Aviv Stock Exchange |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
CIM Commercial Trust Corporation (the “Company”) filed two amendments to its charter (each an “Amendment” and collectively, the “Amendments”) with the State Department of Assessments and Taxation of Maryland, which effected the Company’s previously announced 1-for-3 reverse stock split of its issued and outstanding common stock. The first Amendment, which became effective at 12:01 am on September 3, 2019, converted every three shares of the Company’s issued and outstanding common stock, $0.001 par value per share, into one share of the Company’s common stock, $0.003 par value per share. The second Amendment, which became effective at 12:02 am on September 3, 2019, reverted the par value of the Company’s issued and outstanding common stock to $0.001 per share.
The information set forth above does not purport to be complete in scope and is qualified in its entirety by the full text of the Amendments, which are attached to this Current Report on Form 8-K as Exhibits 3.1 and 3.2 and incorporated into this Item 5.03 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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CIM Commercial Trust Corporation’s Articles of Amendment (reverse stock split) |
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3.2 |
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CIM Commercial Trust Corporation’s Articles of Amendment (par value decrease) |
SIGNATURE
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 thereunto duly authorized.
Date: September 6, 2019
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CIM COMMERCIAL TRUST CORPORATION |
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By: |
/s/ Nathan D. DeBacker |
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Nathan D. DeBacker, Chief Financial Officer |
CIM COMMERCIAL TRUST CORPORATION
ARTICLES OF AMENDMENT
THIS IS TO CERTIFY THAT:
FIRST: The charter (the “Charter”) of CIM Commercial Trust Corporation, a Maryland corporation (the “Corporation”), is hereby amended to provide that, immediately upon the Effective Time (as defined below), every three shares of common stock, $0.001 par value per share, of the Corporation which were issued and outstanding immediately prior to the Effective Time shall be combined into one issued and outstanding share of common stock, $0.003 par value per share, of the Corporation. Upon the Effective Time, no fractional shares of Common Stock of the Corporation will be or remain issued and each stockholder otherwise entitled to a fractional share shall be entitled to receive in lieu thereof cash in an amount equal to the product of the fraction of a share multiplied by the closing price of the Common Stock as reported by the Nasdaq Global Market on the date of the Effective Time.
SECOND: The amendment to the Charter as set forth above has been duly approved by at least a majority of the entire Board of Directors as required by law. The amendment set forth herein is made without action by the stockholders of the Corporation, pursuant to Section 2-309(e) of the Maryland General Corporation Law.
THIRD: There has been no increase in the authorized shares of stock of the Corporation effected by the amendment to the Charter as set forth above.
FOURTH: These Articles of Amendment shall become effective at 12:01 a.m. EDT on September 3, 2019 (the “Effective Time”).
FIFTH: The undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned 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 for perjury.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Executive Officer and attested to by its Chief Financial Officer on this 29 day of August, 2019.
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ATTEST: |
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CIM COMMERCIAL TRUST CORPORATION |
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/s/ Nathan D DeBacker |
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By: |
/s/ David Thompson |
(SEAL) |
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Name: |
Nathan D. DeBacker |
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Name: |
David Thompson |
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Title: |
Chief Financial Officer |
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Title: |
Chief Executive Officer |
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CIM COMMERCIAL TRUST CORPORATION
ARTICLES OF AMENDMENT
THIS IS TO CERTIFY THAT:
FIRST: The charter (the “Charter”) of CIM Commercial Trust Corporation, a Maryland corporation (the “Corporation”), is hereby amended to decrease, immediately upon the Effective Time (as defined below), the par value of the shares of common stock of the Corporation issued and outstanding immediately prior to the filing of these Articles of Amendment from $0.003 per share to $0.001 per share.
SECOND: The amendment to the Charter as set forth above has been duly approved by at least a majority of the entire Board of Directors as required by law. The amendment set forth herein is made without action by the stockholders of the Corporation, pursuant to Section 2-605(a)(2) of the Maryland General Corporation Law.
THIRD: There has been no increase in the authorized shares of stock of the Corporation effected by the amendment to the Charter as set forth above.
FOURTH: These Articles of Amendment shall become effective at 12:02 a.m., EDT on September 3, 2019 (the “Effective Time”).
FOURTH: The undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned 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 for perjury.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Executive Officer and attested to by its Chief Financial Officer on this 29 day of August, 2019.
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ATTEST: |
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CIM COMMERCIAL TRUST CORPORATION |
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/s/ Nathan D. Debacker |
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By: |
/s/ David Thompson |
(SEAL) |
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Name: |
Nathan D. DeBacker |
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Name: |
David Thompson |
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Title: |
Chief Financial Officer |
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Title: |
Chief Executive Officer |
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