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 22, 2017
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CARTER VALIDUS MISSION CRITICAL REIT II, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Maryland
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000-55435
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46-1854011
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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4890 West Kennedy Blvd.
Suite 650
Tampa, Florida 33609
(Address of principal executive offices)
(813) 287-0101
(Registrant’s telephone number, including area code)
N/A
(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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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 (§240.12b-2 of this chapter).
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Emerging growth company
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☒
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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.
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☒
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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On August 18, 2017, at the 2017 Annual Meeting of Stockholders of the Company (the “2017 Annual Meeting”), the stockholders of Carter Validus Mission Critical REIT II, Inc. (the “Company”) approved certain amendments to the Company’s charter (the “Charter Amendments”) to comply with requests from a state securities examiner. The Charter Amendments are described in the Company’s Definitive Proxy Statement, as filed with the Securities and Exchange Commission on April 26, 2017. The Charter Amendments were filed with the Maryland State Department of Assessments and Taxation and became effective on August 22, 2017. A copy of the Charter Amendments are attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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3.1
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Articles of Amendment of Carter Validus Mission Critical REIT II, Inc.
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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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CARTER VALIDUS MISSION CRITICAL REIT II, INC.
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Dated: August 22, 2017
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By:
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/s/ Todd M. Sakow
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Name:
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Todd M. Sakow
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Title:
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Chief Financial Officer
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Exhibit 3.1
CARTER VALIDUS MISSION CRITICAL REIT II, INC.
ARTICLES OF AMENDMENT
Carter Validus Mission Critical REIT II, 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 the existing definition of “Roll-Up Transaction” in Article IV of the Charter in its entirety and substituting in lieu thereof the following definition to read as follows:
“
Roll-Up Transaction
. The term “Roll-Up Transaction” shall mean a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Corporation and the issuance of securities of a Roll-Up Entity to the holders of Common Shares. Such term does not include:
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(a)
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a transaction involving securities of the Corporation that have been listed on a national securities exchange for at least twelve months; or
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(b)
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a transaction involving the conversion to corporate, trust or association form of only the Corporation, if, as a consequence of the transaction, there will be no significant adverse change in any of the following:
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(i)
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voting rights of the holders of Common Shares;
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(ii)
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the term of existence of the Corporation;
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(iii)
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Sponsor or Advisor compensation;
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(iv)
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the Corporation’s investment objectives.”
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SECOND
: The Charter is hereby further amended by deleting the existing second clause (a) in Article XIV of the Charter in its entirety and substituting in lieu thereof the following definition to read as follows:
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"(a)
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that would result in the holders of Common Shares having voting rights in a Roll-Up Entity that are less than the rights provided for in Sections 11.1, 11.2 and 11.3 hereof;”
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THIRD
: The amendments to the Charter as hereinabove set forth have been duly advised by the Board of Directors and approved by the stockholders of the Corporation as required by law.
FOURTH
: The undersigned acknowledges these 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 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 of Amendment to be signed in its name and on its behalf by its Chief Executive Officer and attested to by its Chief Financial Officer and Treasurer on this 22nd day of August, 2017.
ATTEST: CARTER VALIDUS MISSION CRITICAL REIT II, INC.
/s/ Todd M. Sakow By: /s/ John E. Carter (SEAL)
Name: Todd M. Sakow Name: John E. Carter
Title: Chief Financial Officer and Treasurer Title: Chief Executive Officer