UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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 3, 2011
ARMOUR Residential REIT, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Maryland |
001-33736 |
26-1908763 |
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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3001 Ocean Drive, Suite 201 Vero Beach, Florida |
32963 |
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(Address of Principal Executive Offices) |
(Zip Code) |
(772) 617-4340
(Registrant’s Telephone Number, Including Area Code)
n/a
(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 Instruction A.2. below):
[_]
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 (17CFR 240.14a-12)
[_]
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))
Explanatory Note
This Form 8-K is filed solely for the purpose of filing as Exhibit 3.1 the Articles of Amendment to the charter of ARMOUR Residential REIT, Inc. (“ARMOUR”), which amendment was filed with the State of Maryland on August 3, 2011 and was disclosed in ARMOUR’s Form 10-Q filed on August 3, 2011.
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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Articles of Amendment to the charter of ARMOUR Residential REIT, Inc. |
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.
Dated: August 8, 2011
ARMOUR RESIDENTIAL REIT, INC.
By: /s/ Scott J. Ulm
Name: Scott J. Ulm
Title: Co-Chief Executive Officer, Chief Investment Officer, Head of Risk Management and Co-Vice Chairman
Exhibit Index
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Exhibit No. |
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Description |
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3.1 |
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Articles of Amendment to the charter of ARMOUR Residential REIT, Inc. |
Exhibit 3.1
ARTICLES OF AMENDMENT
(1)
(2) ARMOUR Residential REIT, INC.,
A Maryland corporation hereby certifies to the State Department of Assessments and Taxation of Maryland that:
(3) The charter of the corporation is hereby amended as follows:
The first TWO sentences of Section 6.1 of ARMOUR Residential REIT, Inc.’s charter hereby is amended to read as follows:
Section 6.1 Authorized Shares. The Corporation has authority to issue 525,000,000 shares of stock, consisting of 500,000,000 shares of Common Stock, $0.001 par value per share (“Common Stock”), and 25,000,000 shares of Preferred Stock, $0.001 par value per share (“Preferred Stock”). The aggregate par value of all authorized shares of stock having par value is $525,000.
This amendment of the charter of the corporation has been approved by the directors
(4)
We the undersigned President and Secretary swear under penalties of perjury that the foregoing is a corporate act.
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(5) /s/ Jeffrey J. Zimmer |
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(5) /s/ Scott J. Ulm |
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Secretary |
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President |
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(6) Return address of filing party |
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3001 Ocean Drive, Suite, 201 Vero Beach |
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Florida, 32963 |
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