Item 1.01. Entry into a Definitive Material Agreement.
On December 8, 2008, Agree Realty Corporation (the "Company") and
Computershare Trust Company, N.A., a national banking association formerly known
as EquiServe Trust Company, N.A., a national banking association, as successor
rights agent to BankBoston, N.A., a national banking association (the "Rights
Agent"), entered into a Second Amendment to Rights Agreement (the "Second
Amendment to Rights Agreement"), which amended the Company's stockholder rights
plan (the "Plan"), as set forth in the Rights Agreement, dated as of December 7,
1998, by and between the Company and BankBoston, N.A., a national banking
association, as amended by that certain First Amendment to Rights Agreement,
dated as of October 18, 2001 (as so amended, the "Rights Agreement"), to extend
the expiration date of the rights (the "Rights") to purchase shares of the
Company's Series A Junior Participating Preferred Stock, par value $0.0001 per
share (the "Series A Preferred Stock"), pursuant to the Plan from December 22,
2008 to December 22, 2018.
A copy of the Second Amendment to Rights Agreement has been filed as
Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by
reference. The foregoing description of Second Amendment to Rights Agreement and
the modification to the terms of the Plan and the Rights effected thereby is
qualified in its entirety by reference to the Second Amendment to Rights
Agreement.
Item 3.03. Material Modification to Rights of Security Holders.
Please see the disclosure set forth under Item 1.01, which is incorporated by
reference into this Item 3.03.
Item 5.03. Amendments To Articles Of Incorporation Or Bylaws; Change In Fiscal
Year.
On December 8, 2008, the Company filed with the State Department of
Assessments and Taxation of Maryland (the "SDAT") Articles Supplementary
classifying and designating 150,000 shares of the Company's authorized but
unissued capital stock, par value $0.0001 per share, without designation as to
class or series (the "Capital Stock"), as shares of Series A Preferred Stock and
establishing the terms of the Series A Preferred Stock. The material terms of
the Series A Preferred Stock were previously reported by the Company in Item 5
of the Company's Current Report on Form 8-K dated December 7, 1998, which is
incorporated by reference herein. The description of the Series A Preferred
Stock is qualified in its entirety by reference to the Articles Supplementary,
which have been filed as Exhibit 3.1 to this Current Report on Form 8-K and are
incorporated herein by reference.
Also on December 8, 2008, the Company filed with the SDAT Articles
Supplementary classifying 8,350,000 shares of the Corporation's Capital Stock as
shares of common stock, par value $0.0001 per share (the "Common Stock"), and
4,000,000 shares of the Company's Capital Stock as shares of excess stock, par
value $0.0001 per share (the "Excess Stock"). The Articles Supplementary
effecting the foregoing classification of additional shares of Common Stock and
Excess Stock have been filed as Exhibit 3.2 to this Current Report on Form 8-K
and are incorporated herein by reference. After the classification of the
additional shares of Common Stock and Excess Stock, and the classification and
designation of the Series A Preferred Stock discussed above, the 20,000,000
shares of Capital Stock that the Company is authorized to issue are classified
and designated as 13,350,000 shares of Common Stock, 6,500,000 shares of Excess
Stock and 150,000 shares of Series A Preferred Stock.
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