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): December 8, 2008
Agree Realty Corporation
(Exact Name of Registrant as Specified in its Charter)
Maryland
(State or other jurisdiction of incorporation)
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001-12928
(Commission file number)
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38-3148187
(IRS Employer Identification No.) |
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31850 Northwestern Highway
Farmington Hills, Michigan
(Address of Principal Executive Office)
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48334
(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (248) 737-4190
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)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Definitive Material Agreement.
On December 8, 2008, Agree Realty Corporation (the “Company”) and Computershare Trust Company,
N.A., a national banking association formerly known as EquiServe Trust Company, N.A., a national
banking association, as successor rights agent to BankBoston, N.A., a national banking association
(the “Rights Agent”), entered into a Second Amendment to Rights Agreement (the “Second Amendment to
Rights Agreement”), which amended the Company’s stockholder rights plan (the “Plan”), as set forth
in the Rights Agreement, dated as of December 7, 1998, by and between the Company and BankBoston,
N.A., a national banking association, as amended by that certain First Amendment to Rights
Agreement, dated as of October 18, 2001 (as so amended, the “Rights Agreement”), to extend the
expiration date of the rights (the “Rights”) to purchase shares of the Company’s Series A Junior
Participating Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”),
pursuant to the Plan from December 22, 2008 to December 22, 2018.
A copy of the Second Amendment to Rights Agreement has been filed as Exhibit 4.1 to
this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description
of Second Amendment to Rights Agreement and the modification to the terms of the Plan and the
Rights effected thereby is qualified in its entirety by reference to the Second Amendment to Rights
Agreement.
Item 3.03. Material Modification to Rights of Security Holders.
Please see the disclosure set forth under Item 1.01, which is incorporated by reference into
this Item 3.03.
Item 5.03. Amendments To Articles Of Incorporation Or Bylaws; Change In Fiscal Year.
On December 8, 2008, the Company filed with the State Department of Assessments and Taxation
of Maryland (the “SDAT”) Articles Supplementary classifying and designating 150,000 shares of the
Company’s authorized but unissued capital stock, par value $0.0001 per share, without designation
as to class or series (the “Capital Stock”), as shares of Series A Preferred Stock and establishing
the terms of the Series A Preferred Stock. The material terms of the Series A Preferred Stock were
previously reported by the Company in Item 5 of the Company’s Current Report on Form 8-K dated
December 7, 1998, which is incorporated by reference herein. The description of the Series A
Preferred Stock is qualified in its entirety by reference to the Articles Supplementary, which have
been filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated herein by
reference.
Also on December 8, 2008, the Company filed with the SDAT Articles Supplementary classifying
8,350,000 shares of the Corporation’s Capital Stock as shares of common stock, par value $0.0001
per share (the “Common Stock”), and 4,000,000 shares of the Company’s Capital Stock as shares of
excess stock, par value $0.0001 per share (the “Excess Stock”). The Articles Supplementary
effecting the foregoing classification of additional shares of Common Stock and Excess Stock have
been filed as Exhibit 3.2 to this Current Report on Form 8-K and are incorporated herein by
reference. After the classification of the additional shares of Common Stock and Excess Stock, and
the classification and designation of the Series A Preferred Stock discussed above, the 20,000,000
shares of Capital Stock that the Company is authorized to issue are classified and designated as
13,350,000 shares of Common Stock, 6,500,000 shares of Excess Stock and 150,000 shares of Series A
Preferred Stock.