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): August 14, 2013
Columbia Property Trust, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 000-51262
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MD
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20-0068852
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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One Glenlake Parkway, Suite 1200
Atlanta, GA 30328
(Address of principal executive offices, including zip code)
(404) 465-2200
(Registrant's telephone number, including area code)
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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 August 14, 2013, Columbia Property Trust (the "Company") filed the Second Articles of Amendment (the "Second Articles") and the Third Articles of Amendment (the "Third Articles" and together with the Second Articles, the "Articles") in order to effect a 4 to 1 reverse stock split of the Company's existing common stock. The Second Articles change each share of issued and outstanding common stock of the Company, $.01 par value per share, into 1/4
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of a share of common stock, $.04 par value per share. The Third Articles change the issued and outstanding shares of common stock from $.04 par value per share to $.01 per share and, thereby, reduce the aggregate par value of all authorized shares of common stock to $9,000,000. The Articles, and the reverse stock split, became effective on August 14, 2013.
Item 9.01
Financial Statements and Exhibits.
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Exhibit Number
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Description
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3.1
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Second Articles of Amendment
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3.2
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Third Articles of Amendment
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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.
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Columbia Property Trust, Inc.
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Dated: August 15, 2013
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By:
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/s/ Wendy W. Gill
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Wendy W. Gill
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Chief Accounting Officer and Treasurer
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Exhibit 3.1
COLUMBIA PROPERTY TRUST, INC.
SECOND ARTICLES OF AMENDMENT
Columbia Property Trust, Inc., a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “SDAT”) that:
FIRST
: The charter of the Company (the “Charter”) is hereby amended to provide that, immediately upon acceptance for record of these Second Articles of Amendment by the SDAT (the “Effective Time”), each share of common stock of the Company (the “Common Stock”), $.01 par value per share, which was issued and outstanding immediately prior to the Effective Time shall be changed into 1/4
th
of a share of Common Stock, $.04 par value per share.
SECOND
: The amendments to the Charter as set forth above have been approved by a majority of the entire Board of Directors and the amendments are limited to a reverse stock split authorized by the Maryland General Corporation Law (the “MGCL”) to be effected without action by the stockholders pursuant to Section 2-309(e) of the MGCL and changes expressly authorized by the MGCL to be made without action by the stockholders pursuant to Section 2-605 of the MGCL.
FOURTH
: The undersigned Chief Executive Officer and President of the Company acknowledges these Second Articles of Amendment to be the corporate act of the Company and, as to all matters or facts required to be verified under oath, the undersigned Chief Executive Officer and 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 for perjury
[Signature Page Follows]
IN WITNESS WHEREOF, the Company has caused these Second Articles of Amendment to be signed in its name and on its behalf by its Chief Executive Officer and President and attested to by its Secretary, on this 7
th
day of August, 2013.
COLUMBIA PROPERTY TRUST, INC.
By:
/s/ E. Nelson Mills
Name:
E. Nelson Mills
Title: Chief Executive Officer and President
ATTEST:
By:
/s/ Randall D. Fretz
Name:
Randall D. Fretz
Title: Senior Vice President and Secretary
Exhibit 3.2
COLUMBIA PROPERTY TRUST, INC.
THIRD ARTICLES OF AMENDMENT
Columbia Property Trust, Inc., a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “SDAT”) that:
FIRST
: The charter of the Company (the “Charter”) is hereby amended to decrease the par value of the issued and outstanding shares of Common Stock from $.04 par value per share to $.01 per share and, thereby, reduce the aggregate par value of all authorized shares of Common Stock to $9,000,000.
SECOND
: The amendment to the Charter as set forth above has been approved by a majority of the entire Board of Directors and the amendment is limited to a change expressly authorized by Section 2-605 of the Maryland General Corporation Law to be made without action by the stockholders.
THIRD
: The undersigned Chief Executive Officer and President of the Company acknowledges these Third Articles of Amendment to be the corporate act of the Company and, as to all matters or facts required to be verified under oath, the undersigned Chief Executive Officer and 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 for perjury.
[Signature Page Follows]
IN WITNESS WHEREOF, the Company has caused these Second Articles of Amendment to be signed in its name and on its behalf by its Chief Executive Officer and President and attested to by its Secretary, on this 7
th
day of August, 2013.
COLUMBIA PROPERTY TRUST, INC.
By:
/s/ E. Nelson Mills
Name:
E. Nelson Mills
Title: Chief Executive Officer and President
ATTEST:
By:
/s/ Randall D. Fretz
Name:
Randall D. Fretz
Title: Senior Vice President and Secretary