Form 8-K Trade Street Residential For: Mar 18

 

 

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): March 18, 2015

 

Trade Street Residential, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Maryland		001-32365		13-4284187
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

19950 West Country Club Drive, Suite 800, Aventura, Florida                 33180

(Address of Principal Executive Offices)                                 (Zip Code)

 

(786) 248-5200

(Registrant's telephone number, including area code)

 

 

N/A

(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 and effective March 18, 2015, the Board of Directors of Trade Street Residential, Inc. (the “Company”) approved Amendment Number 1 (the “Amendment”) to the Company’s Third Amended and Restated Bylaws, which specifies that the sole and exclusive forum for certain legal actions involving the Company 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, unless the Company consents in writing to the selection of an alternate forum.

 

The foregoing summary of the Amendment is qualified in its entirety by reference to the full text of the Amendment filed as Exhibit 3.1 hereto and incorporated herein by reference.

 

Item 9.01. Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
3.1		Amendment Number 1 to Third Amended and Restated Bylaws, effective March 18, 2015.

 

 

 

SIGNATURE

 

 

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.

 

		Trade Street Residential, Inc.
Date: March 18, 2015		By:		/s/ Richard H. Ross
				Richard H. Ross Chief Executive Officer

 

 

 

EXHIBIT INDEX

 

Exhibit No.		Description
3.1		Amendment Number 1 to Third Amended and Restated Bylaws, effective March 18, 2015.

 

 

 

Exhibit 3.1

 

 

TRADE STREET RESIDENTIAL, INC.

 

AMENDMENT NUMBER 1 TO

 

THIRD AMENDED AND RESTATED BYLAWS

 

Pursuant to the resolutions duly adopted by the Board of Directors of Trade Street Residential, Inc., a Maryland corporation (the “Company”), and in accordance with Article XIV of the Third Amended and Restated Bylaws of the Company (the “Bylaws”), effective March 18, 2015, the Bylaws are amended to add a new Section 3 of Article XV to the Bylaws. The full text of such Section 3 of Article XV reads as follows:

  

Section 3. EXCLUSIVE FORUM FOR CERTAIN LITIGATION. Unless the Corporation consents in writing to the selection of an alternative forum, 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, shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of any duty owed by any director or officer or other employee of the Corporation to the Corporation or to the stockholders of the Corporation, (c) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation arising pursuant to any provision of the MGCL or the charter or Bylaws of the Corporation, or (d) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation that is governed by the internal affairs doctrine.

 

 

 

 

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