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 11, 2016

 

 

 

UMH Properties, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   001-12690   22-1890929
(State or other jurisdiction
of incorporation) 		  (Commission
File Number) 		  (IRS Employer
Identification No.)

 

Juniper Business Plaza, Suite 3-C
3499 Route 9 North
Freehold, New Jersey 		  07728
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (732) 577-9997

 

Not Applicable
(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)

 

[  ]     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.

 

On August 11, 2016, UMH Properties, Inc. (the “Company”) executed and filed with the Department of Assessments and Taxation of the State of Maryland (the “Maryland Department”) an amendment (the “Articles of Amendment”) to the Company’s Articles of Incorporation (the “Articles”) to increase the Company’s authorized shares of common stock, par value $0.10 per share (“Common Stock”), by 4,000,000 shares. The Amendment was approved by the Company’s Board of Directors in accordance with the Articles and the Maryland General Corporation Law. As a result of this amendment, the Company’s total authorized shares were increased from 81,663,800 shares (classified as 71,000,000 shares of Common Stock, 3,663,800 shares of Series A Preferred Stock, 4,000,000 shares of Series B Preferred Stock and 3,000,000 shares of excess stock, par value $0.10 per share (“Excess Stock”)) to 85,663,800 shares (classified as 75,000,000 shares of Common Stock, 3,663,800 shares of Series A Preferred Stock, 4,000,000 shares of Series B Preferred Stock and 3,000,000 shares of Excess Stock). The foregoing description of the Articles of Amendment is qualified in its entirety by reference to the Articles of Amendment, a copy of which is filed as Exhibit 3.1 to this Form 8-K and incorporated herein by reference.

 

The information set forth in Item 3.03 above with respect to the Articles of Amendment is incorporated in this Item 5.03 in its entirety.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits.
     
  3.1 Articles of Amendment.

 

 
 

 

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.

 

Date: August 11, 2016 UMH PROPERTIES, INC.
   
  By: /s/ Anna T. Chew
  Name: Anna T. Chew
  Title: Vice President, Chief Financial Officer and Treasurer

 

 
 

 

Exhibit Index

 

  3.1 Articles of Amendment.

 

 
 

 

 

 

EXHIBIT 3.1

 

UMH PROPERTIES, INC.

 

ARTICLES OF AMENDMENT

 

Section 1 of Article V of the charter of UMH Properties, Inc., a Maryland corporation (the “Company”), is hereby amended to increase the total number of shares of capital stock of all classes that the Company has authority to issue to 85,663,800 shares, the number of shares of common stock that the Company is authorized to issue to 75,000,000 shares, and the aggregate par value of all authorized shares of stock having par value to $8,566,380.00.

 

  1. The foregoing amendment has been approved by resolution of the Board of Directors of the Company.
     
  2. The foregoing amendment is limited to a change expressly authorized by Section 2-105(a)(13) of the Maryland General Corporation Law (the “MGCL”) and the charter of the Company, and may be approved without action by the stockholders.  The information required by Section 2-607(b)(2)(i) of the MGCL is not changed by foregoing amendment.
     
  3. The total number of shares of stock that the Company had authority to issue immediately before the foregoing amendment was 81,663,800, classified as 71,000,000 shares of common stock, par value $0.10 per share, 3,663,800 shares of 8.25% Series A Cumulative Redeemable Preferred Stock, par value $0.10 per share, 4,000,000 shares of 8.0% Series B Cumulative Redeemable Preferred Stock, par value $0.10 per share, and 3,000,000 shares of excess stock, par value $0.10 per share.  The aggregate par value of all authorized shares of stock having par value was $8,166,380.00.
     
  4. The total number of shares of stock that the Company has authority to issue after the foregoing amendment is 85,663,800, classified as 75,000,000 shares of common stock, par value $0.10 per share, 3,663,800 shares of 8.25% Series A Cumulative Redeemable Preferred Stock, par value $0.10 per share, 4,000,000 shares of 8.0% Series B Cumulative Redeemable Preferred Stock, par value $0.10 per share, and 3,000,000 shares of excess stock, par value $0.10 per share.  The aggregate par value of all authorized shares of stock having par value is $8,566,380.

 

The undersigned President of the Company acknowledges these 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 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.

 

IN WITNESS WHEREOF, the Company has caused these Articles of Amendment to be executed in its name and on its behalf by its President and attested to by its Secretary on this 11th day of August, 2016.

 

ATTEST:   UMH PROPERTIES, INC.
         
By: /s/ Craig Koster   By:  /s/ Samuel A. Landy
  Craig Koster     Samuel A. Landy
  Secretary     President