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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): August 16, 2024 |
SITE Centers Corp.
(Exact name of Registrant as Specified in Its Charter)
Ohio |
1-11690 |
34-1723097 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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3300 Enterprise Parkway |
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Beachwood, Ohio |
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44122 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (216) 755-5500 |
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Common Shares, Par Value $0.10 Per Share |
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SITC |
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New York Stock Exchange |
Depositary Shares, each representing 1/20 of a share of 6.375% Class A Cumulative Redeemable Preferred Shares without Par Value |
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SITC PRA |
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New York Stock Exchange |
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).
Emerging growth company ☐
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. ☐
Item 3.03 Material Modification to Rights of Security Holders.
Effective at 5:00 p.m. Eastern Time on August 16, 2024, SITE Centers Corp. (the “Company”) amended its Fourth Amended and Restated Articles of Incorporation (the “Amendment”) in order to effect the previously announced one-for-four reverse stock split (the “Reverse Stock Split”) of the Company’s common shares, par value $0.10 per share (the “Common Shares”). On August 19, 2024, the Common Shares began trading on a split-adjusted basis under a new CUSIP number, 82981J 851.
The foregoing description of the Amendment is qualified in its entirety by the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events.
In connection with the Reverse Stock Split, the number of shares registered on applicable registration statements on Form S-3 (File No. 333-279786) and Form S-8 (File Nos. 333-147270, 333-181442 and 333-231319) filed with the Securities and Exchange Commission have been proportionately reduced. Additionally, as a result of the Reverse Stock Split, the Company made mandatory equitable adjustments to (i) the SITE Centers Corp. 2005 Directors’ Deferred Compensation Plan (the “Directors’ Plan”), (ii) the SITE Centers Corp. 2012 Equity and Incentive Compensation Plan (the “2012 Plan”) and (iii) the SITE Centers Corp. 2019 Equity and Incentive Compensation Plan (together with the Directors’ Plan and the 2012 Plan, the “Plans”). The Company also made similar adjustments to the Plan balances or outstanding awards issued under the Plans, as applicable, in accordance with the respective terms of the Plans.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number |
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Description |
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3.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 hereunto duly authorized.
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Date: |
August 20, 2024 |
By: |
/s/ Aaron M. Kitlowski |
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Executive Vice President, General Counsel and Secretary |
Exhibit 3.1
Amendment No. 1 to the
Fourth Amended and Restated Articles of Incorporation
of SITE Centers Corp.
RESOLVED, that SITE Centers Corp.’s Fourth Amended and Restated Articles of Incorporation will be amended as set forth below, effective as of 5:00 p.m., Eastern Time, on August 16, 2024:
The first three paragraphs of ARTICLE FOURTH shall be amended and restated as follows:
FOURTH: The authorized number of shares of the Corporation is 86,000,000, consisting of 75,000,000 common shares, $0.10 par value per share (hereinafter called “Common Shares”), 750,000 Class A Cumulative Preferred Shares, without par value (hereinafter called “Class A Shares”), 750,000 Class B Cumulative Preferred Shares, without par value (hereinafter called “Class B Shares”), 750,000 Class C Cumulative Preferred Shares, without par value (hereinafter called “Class C Shares”), 750,000 Class D Cumulative Preferred Shares, without par value (hereinafter called “Class D Shares”), 750,000 Class E Cumulative Preferred Shares, without par value (hereinafter called “Class E Shares”), 750,000 Class F Cumulative Preferred Shares, without par value (hereinafter called “Class F Shares”), 750,000 Class G Cumulative Preferred Shares, without par value (hereinafter called “Class G Shares”), 750,000 Class H Cumulative Preferred Shares, without par value (hereinafter called “Class H Shares”), 750,000 Class I Cumulative Preferred Shares, without par value (hereinafter called “Class I Shares”), 750,000 Class J Cumulative Preferred Shares, without par value (hereinafter called “Class J Shares”), 750,000 Class K Cumulative Preferred Shares, without par value (hereinafter called “Class K Shares”), 750,000 Noncumulative Preferred Shares, without par value (hereinafter called “Noncumulative Shares”), and 2,000,000 Cumulative Voting Preferred Shares, without par value (hereinafter called “Voting Preferred Shares”). The Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and Voting Preferred Shares are sometimes collectively referred to herein as the “Cumulative Shares.”
Effective as of 5:00 p.m., Eastern Time, on August 16, 2024 (the “Effective Time”), each four of the Common Shares issued and outstanding or held by the Corporation as treasury stock shall, automatically and without any action on the part of the Corporation or the respective holders thereof, be combined and converted into one Common Share. Each outstanding share certificate that, immediately prior to the Effective Time, represented one or more Common Share shall, thereafter, automatically and without the necessity of surrendering the same for exchange, represent the number of whole Common Shares equal to the product of (x) the number of Common Shares represented by such certificate immediately prior to the Effective Time and (y) one fourth, rounded down to the nearest whole integer; and Common Shares held in uncertificated form shall be treated in the same manner. No fractional shares shall be issued in connection with such combination and conversion and, in lieu thereof, any holder of less than one Common Share shall, upon due surrender to the Corporation, be entitled to receive a cash payment equal to its pro rata portion of the net proceeds of the open market sale of all fractional Common Shares that would otherwise be issued, aggregated into whole Common Shares, at prevailing market prices.
At the Effective Time, the stated capital of the Common Shares shall be reduced proportionately to the reduction in the number of issued and outstanding Common Shares.