Attached files
| file | filename |
|---|---|
| EX-3.1 - ARTICLES OF AMENDMENT AND RESTATEMENT OF THE COMPANY - American Realty Capital Daily Net Asset Value Trust, Inc. | v317636_ex3-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) July 3, 2012 (June 27, 2012)
AMERICAN REALTY CAPITAL DAILY NET ASSET VALUE TRUST, INC.
(Exact name of Registrant as specified in its charter)
| Maryland | 333-169821 | 27-3441614 |
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| 405 Park Avenue, 15th Floor New York, New York 10022 |
| (Address, including zip code, of principal executive offices) |
| (212) 415-6500 |
| Registrant’s telephone number, including area code: |
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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. |
As previously disclosed, on June 6, 2012, at the 2012 Annual Meeting of Stockholders (the “2012 Annual Meeting”) of American Realty Capital Daily Net Asset Value Trust, Inc., a Maryland corporation (the “Company”), the stockholders of the Company approved the following amendments to the Company’s then-existing Articles of Amendment and Restatement (the “Original Charter”), as described in the Company’s definitive proxy statement for the 2012 Annual Meeting filed with the Securities and Exchange Commission on May 4, 2012:
| · | Provide that (i) except as may be provided by the Company’s board of directors (the “Board”) in setting the terms of any class or series of preferred stock of the Company, any and all vacancies on the Board resulting from the death, removal or resignation of a director may be filled only by the affirmative vote of a majority of the remaining directors in office and (ii) any and all vacancies on the Board resulting from an increase in the size of the Board may be filled only by the affirmative vote of a majority of the stockholders of the Company. |
On June 27, 2012, the Company filed Articles of Amendment and Restatement amending the Original Charter (the “Articles of Amendment and Restatement”) with the Maryland State Department of Assessments and Taxation (“SDAT”), and the Articles of Amendment and Restatement became effective as of such date. The Articles of Amendment and Restatement amended the Original Charter as approved by the stockholders of the Company at the 2012 Annual Meeting and described above, as well as (i) updated information with respect to the Company’s resident agent and principal office in the State of Maryland, (ii) updated the current members of the Board, as elected at the 2012 Annual Meeting and (iii) incorporated corrections contained in a Certificate of Correction to the Original Charter, dated January 23, 2012, as previously filed by the Company with SDAT.
The foregoing summary is qualified in its entirety by reference to the full text of the Articles of Amendment and Restatement, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Articles of Amendment and Restatement of the Company. |
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, thereunto duly authorized.
| AMERICAN REALTY CAPITAL DAILY NET ASSET VALUE TRUST, INC. | ||
| July 3, 2012 | By: | /s/ Nicholas S. Schorsch |
| Name: | Nicholas S. Schorsch | |
| Title: | Chief Executive Officer and Chairman of the Board of Directors | |