UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 23, 2013
Preferred Apartment Communities, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Maryland
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001-34995
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27-1712193
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(State or other Jurisdiction
of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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3625 Cumberland Boulevard, Suite 1150, Atlanta, Georgia
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30339
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's telephone number, including area code:
(770) 818-4100
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_____________________
(Former name or former address, if changed since last report)
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_____________________
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))
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 23, 2013, Preferred Apartment Communities, Inc., a Maryland corporation (the "Company"), filed Articles Supplementary to its charter (the "Charter") classifying and designating an additional 900,000 authorized but unissued shares of Preferred Stock (as defined in the Charter) as shares of Series A Redeemable Preferred Stock, par value $0.01 per share, of the Company (the "Series A Preferred Stock"). The total number of shares of Series A Preferred Stock which the Company has authority to issue after giving effect to the Articles Supplementary is 1,050,000. There has been no increase in the authorized shares of stock of the Company effected by these Articles Supplementary.
The foregoing description is qualified in its entirety by reference to the Articles Supplementary, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
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(d)
Exhibits.
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4.1
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Articles Supplementary classifying additional shares of Series A Redeemable Preferred Stock
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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 hereunto duly authorized.
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PREFERRED APARTMENT COMMUNITIES, INC.
(Registrant)
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Date: August 28, 2013
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By:
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/s/ John A. Williams
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John A. Williams
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Chief Executive Officer
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EXHIBIT INDEX
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4.1
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Articles Supplementary classifying additional shares of Series A Redeemable Preferred Stock
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PREFERRED APARTMENT COMMUNITIES, INC.
ARTICLES SUPPLEMENTARY
Preferred Apartment Communities, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that:
FIRST
: Under a power contained in Article VI of the charter of the Corporation (the “Charter”), the Board of Directors of the Corporation (the “Board of Directors”), by duly adopted resolutions, classified and designated an additional 900,000 authorized but unissued shares (the “Shares”) of Preferred Stock (as defined in the Charter) as shares of Series A Redeemable Preferred Stock, par value $0.01 per share, of the Corporation (the “Series A Preferred Stock”). The total number of shares of Series A Preferred Stock which the Corporation has authority to issue after giving effect to these Articles Supplementary is 1,050,000. There has been no increase in the authorized shares of stock of the Corporation effected by these Articles Supplementary.
SECOND
: A description of the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption of the Series A Preferred Stock is contained in the Articles Supplementary filed with, and accepted for record by, the Department on October 31, 2011.
THIRD
: The Shares have been classified and designated by the Board of Directors under the authority contained in the Charter.
FOURTH
: These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law.
FIFTH
: The undersigned acknowledges these Articles Supplementary 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 Supplementary to be signed in its name and on its behalf by its Chief Executive Officer and attested by its Secretary on this 23
rd
day of August, 2013.
ATTEST: PREFERRED APARTMENT COMMUNITIES, INC.
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/s/ Jeffrey R. Sprain
_____________ By:
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/s/ John A. Williams
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(SEAL)
Name: Jeffrey R. Sprain Name: John A. Williams
Title: Secretary Title: Chief Executive Officer