SITE Centers Corp. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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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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 |