Attached files
| file | filename |
|---|---|
| EX-3.1 - EXHIBIT 3.1 - PACIFIC OFFICE PROPERTIES TRUST, INC. | exh31secondamendedandresta.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): April 5, 2017
PACIFIC OFFICE PROPERTIES TRUST, INC. |
__________________________________________________________________________________________________________ |
(Exact name of registrant as specified in its charter) |
Maryland | 001-09900 | 86-0602478 |
__________________________________________________________________________________________________________ | ||
(State or other jurisdiction | (Commission | (IRS Employer |
of incorporation) | File Number) | Identification No.) |
841 Bishop Street, Suite 1700 Honolulu, Hawaii | 96813 |
____________________________________________________________ | ______________________________ |
(Address of principal executive offices) | (Zip Code) |
(808) 521-7444
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
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 | Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On April 5, 2017, the Board of Directors of Pacific Office Properties Trust, Inc. (the “Company”) approved an amendment to the Amended and Restated Bylaws of the Company and adopted an amendment and restatement thereof (such amendment and restatement, the “Second Amended and Restated Bylaws”), effective as of such date. The Second Amended and Restated Bylaws include a new Section 8.09, which provides that, unless the Company consents in writing to the selection of an alternative forum, the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company, (b) any action asserting a claim of breach of any duty owed by any director, officer or other employee of the Company to the Company or its stockholders, (c) any action asserting a claim against the Company or any director or officer or other employee of the Company arising pursuant to any provision of the Maryland General Corporation Law or the Company’s charter or bylaws or (d) any action asserting a claim against the Company or any director or officer or other employee of the Company that is governed by the internal affairs doctrine shall be the Circuit Court for Baltimore City, Maryland, or, if that court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division.
The foregoing summary of the amendment to the Amended and Restated Bylaws and the Second Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Second Amended and Restated Bylaws filed as Exhibit 3.1 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits. The following exhibits are filed herewith: |
Exhibit No. | Description |
3.1 | Second Amended and Restated Bylaws of Pacific Office Properties Trust, Inc. |
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.
PACIFIC OFFICE PROPERTIES TRUST, INC.
By: /s/ Kimberly F. Aquino
Name: Kimberly F. Aquino
Title: Vice President and Corporate Secretary
Dated: April 24, 2017
EXHIBIT INDEX
Exhibit No. | Description |
3.1 | Second Amended and Restated Bylaws of Pacific Office Properties Trust, Inc. |