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Mack-Cali Realty 8-K 2009 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): September 17, 2009
MACK-CALI REALTY CORPORATION
(Exact Name of Registrant as Specified in Charter)
(732) 590-1000
(Registrant’s telephone number, including area code)
MACK-CALI REALTY, L.P.
(Exact Name of Registrant as Specified in Charter)
(732) 590-1000
(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):
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
On July 6, 2009, the Amended and Restated Shareholder Rights Agreement of Mack-Cali Realty Corporation (the “Corporation”) dated as of March 7, 2000, as amended, terminated pursuant to its terms and the rights and shares of Series A Junior Participating Preferred Stock (the “Series A Preferred Stock”) issuable thereunder
expired unexercised.
On September 16, 2009, the Board of Directors of the Corporation, acting pursuant to its authority under Article IV, Section 3 of the Corporation’s charter, authorized the reclassification of the unissued shares of Series A Preferred Stock as unclassified shares of preferred stock available for future issuance. On September
17, 2009, the Corporation filed Articles Supplementary (the “Articles Supplementary”) with the State Department of Assessments and Taxation of Maryland (the “Department”) effecting the reclassification of the Series A Preferred Stock. On September 18, 2009, the Corporation filed Articles of Restatement (the “Articles of Restatement”) with the Department to consolidate all of its outstanding charter documents into a single instrument.
The foregoing descriptions of the Articles Supplementary and the Articles of Restatement are qualified in their entirety by reference to the Articles Supplementary and the Articles of Restatement, copies of which are filed herewith as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference. Except as described
in this Current Report on Form 8-K, the Articles Supplementary and Articles of Restatement did not amend, alter or modify any other terms or provisions of the Corporation’s charter.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 23, 2009 By: /s/
MITCHELL E. HERSH
Mitchell E. Hersh
President and
Chief Executive Officer
By: Mack-Cali Realty Corporation,
its general partner
Dated: September 23, 2009 By: /s/
MITCHELL E. HERSH
Mitchell E. Hersh
President and
Chief Executive Officer
Exhibit No. Description
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