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): November 18, 2021
SPIRIT REALTY CAPITAL, INC.
(Exact name of registrant as specified in its charter)
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Maryland |
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001-36004 |
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20-1676382 |
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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.) |
2727 North Harwood Street, Suite 300
Dallas, Texas 75201
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (972) 476-1900
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):
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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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Registrant |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Spirit Realty Capital, Inc. |
Common stock, par value $0.05 per share |
SRC |
New York Stock Exchange |
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Spirit Realty Capital, Inc. |
6.000% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share |
SRC-A |
New York Stock Exchange |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
On November 18, 2021, Spirit Realty Capital, Inc. (the “Company”) filed Articles of Amendment to its charter with the Maryland State Department of Assessments and Taxation to increase the number of the Company’s authorized shares of common stock from 175,000,000 shares to 350,000,000 shares.
The foregoing description of the Article of Amendment is a summary and is qualified in its entirety by the terms of the Articles of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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3.1* |
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104 |
Cover Page Interactive Data File (embedded with the Inline XBRL document) |
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* Filed herewith.
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.
Date: November 18, 2021
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SPIRIT REALTY CAPITAL, INC. |
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By: |
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/s/ Jay Young |
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Executive Vice President and General Counsel |
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SPIRIT REALTY CAPITAL, INC.
ARTICLES OF AMENDMENT
SPIRIT REALTY CAPITAL, INC., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that:
FIRST: The Charter of the Corporation (the “Charter”) is hereby amended by deleting existing Section 5.1 of existing Article V in its entirety and substituting in lieu thereof a new Section 5.1 to read as follows:
“Section 5.1Authorized Shares. The Corporation has authority to issue 370,000,000 shares of stock, consisting of 350,000,000 shares of Common Stock, $0.05 par value per share (“Common Stock”), and 20,000,000 shares of Preferred Stock, $0.01 par value per share (“Preferred Stock”). The aggregate par value of all authorized shares of stock having par value is $17,700,000. If shares of one class of stock are classified or reclassified into shares of another class of stock pursuant to Section 5.2 or Section 5.3 of this Article V, the number of authorized shares of the former class shall be automatically decreased and the number of shares of the latter class shall be automatically increased, in each case by the number of shares so classified or reclassified, so that the aggregate number of shares of stock of all classes that the Corporation has authority to issue shall not be more than the total number of shares of stock set forth in the first sentence of this paragraph. The Board of Directors, with the approval of a majority of the entire Board and without any action by the stockholders of the Corporation, may amend the Charter from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Corporation has authority to issue.”
SECOND: The amendment to the Charter as set forth above has been duly approved by a majority of the entire board of directors of the Corporation and is limited to a change expressly authorized by Section 2-105(a)(13) of the Maryland General Corporation Law and Section 5.1 of Article V of the Charter to be made without any action by the stockholders of the Corporation.
THIRD: Immediately prior to the amendment contained in these Articles of Amendment, the total number of shares of stock of all classes which the Corporation had authority to issue was 195,000,000 shares of stock, consisting of 175,000,000 shares of common stock, $0.05 par value per share, and 20,000,000 shares of preferred stock, $0.01 par value per share, of which 6,900,000 shares were classified as 6.000% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share. The aggregate par value of all such authorized shares of stock having par value was $8,950,000.
FOURTH: Immediately following the amendment contained in these Articles of Amendment, the total number of shares of stock of all classes which the Corporation has authority to issue is 370,000,000 shares of stock, consisting of 350,000,000 shares of common stock, $0.05 par value per share, and 20,000,000 shares of preferred stock, $0.01 par value per share, of which
6,900,000 shares are classified as 6.000% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share. The aggregate par value of all such authorized shares of stock having par value is $17,700,000.
FIFTH: The information required by Section 2-607(b)(2)(i) of the Maryland General Corporation Law was not changed by the amendment contained in these Articles of Amendment.
SIXTH: The undersigned President and Chief Executive Officer of the Corporation acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters and facts required to be verified under oath, the undersigned President and Chief Executive Officer of the Corporation 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 Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its President and Chief Executive Officer and attested to on its behalf by its Secretary on this 17th day of November, 2021.
ATTEST:SPIRIT REALTY CAPITAL, INC.
/s/ Jay Young___By: /s/Jackson Hsieh_____
Jay Young Jackson Hsieh
Secretary President and Chief Executive Officer