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):
July 1, 2014
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-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.
As previously disclosed, on August 14, 2013, Columbia Property Trust (the "Company") amended its Second Articles of Amendment and Restatement, as amended and supplemented (the “Articles”), to effect a 4-for-1 reverse stock split of the Company's then existing common stock. On
July 1, 2014
, the Company further amended its Articles to reduce the total number of authorized shares of its capital stock from 1,000,000,000 shares to 325,000,000 shares and the total number of authorized shares of its common stock, par value $0.01 per share, from 900,000,000 shares to 225,000,000 shares (with the reduction in authorized common shares proportional to the 4-for-1 stock split).The Company continues to have authorized 100,000,000 shares of preferred stock, par value $0.01 per share, none of which is outstanding.
A copy of the amendment to the Articles is attached hereto as Exhibit 3.1 and incorporated herein by reference.
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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Fourth 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: July 1, 2014
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By:
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/s/ JAMES A. FLEMING
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James A. Fleming
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Principal Financial Officer
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COLUMBIA PROPERTY TRUST, INC.
FOURTH ARTICLES OF AMENDMENT
Columbia Property Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST
: The Second Articles of Amendment and Restatement, as amended and supplemented, of the Corporation (the “Charter”) are hereby amended to reduce the total number of authorized shares of Capital Stock (“Capital Stock”), consisting of 900,000,000 shares of common stock, $0.01 par value per share (“Common Stock”), and 100,000,000 shares of preferred stock, $0.01 par value per share, from 1,000,000,000 shares of Capital Stock to 325,000,000 shares of Capital Stock and the total number of authorized shares of Common Stock from 900,000,000 shares to 225,000,000 shares.
SECOND
: The Charter is hereby amended such that the first two sentences of
Section 5.1
of
Article V
shall hereafter read in their entirety as follows:
The Corporation has authority to issue 325,000,000 shares of Capital Stock, consisting of 225,000,000 shares of common stock, $0.01 par value per share (“Common Stock”), and 100,000,000 shares of preferred stock, $0.01 par value per share (“Preferred Stock”). The aggregate par value of all authorized shares of Capital Stock having par value is $3,250,000.
THIRD
: 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 2-105(a)(13) of the Maryland General Corporation Law to be made without action by the stockholders.
FOURTH
: The undersigned Executive Vice President and Chief Financial Officer acknowledges these Fourth 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 Executive Vice President and Chief Financial Officer 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 the foregoing amendment of its charter to be signed in the name and on its behalf by its Executive Vice President and Chief Financial Officer and attested to by its Director - Legal Compliance and Transactions and Corporate Secretary on this
1st day of July, 2014.
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COLUMBIA PROPERTY TRUST, INC.
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By:
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/s/ JAMES A. FLEMING
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James A. Fleming
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Executive Vice President and Chief Financial Officer
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ATTEST:
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By:
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/s/ DEBBIE NEWMARK
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Debbie Newmark
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Director - Legal Compliance and Transactions and Corporate Secretary
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