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MDH > SEC Filings for MDH > Form 8-K on 16-Apr-2013All Recent SEC Filings

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Form 8-K for MHI HOSPITALITY CORP


16-Apr-2013

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Regulation


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On April 15, 2013, the board of directors of MHI Hospitality Corporation (the "Company") authorized and approved to change the Company's name from "MHI Hospitality Corporation" to "Sotherly Hotels Inc.". The Company intends to file Articles of Amendment (the "Articles of Amendment") to its Amended and Restated Articles of Incorporation with the Maryland State Department of Assessments and Taxation on April 16, 2013. The Articles of Amendment will change the name of the Company to Sotherly Hotels Inc., with an expected effectiveness as of April 16, 2013. The Articles of Amendment are attached as Exhibit 3.1 hereto and are incorporated herein by reference.

Effective April 16, 2013, following effectiveness of the Articles of Amendment, the Company's Amended and Restated Bylaws (the "Bylaws") were amended and restated (the "Second Amended and Restated Bylaws") solely to reflect the change of the Company's name to Sotherly Hotels Inc. The Second Amended and Restated Bylaws are attached as Exhibit 3.2 hereto, and are incorporated herein by reference.



Item 7.01 Regulation FD Disclosure

On April 16, 2013, the Company issued a press release announcing the change of the Company's name to Sotherly Hotels Inc. and the change of the Company's trading symbol on the NASDAQ Stock Market from MDH to SOHO, which is expected to be effective at the open of business on April 22, 2013. The full text of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

This information is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any of the Company's filings with the Securities and Exchange Commission, except as shall be expressly set forth in such filing.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 3.7    Articles of Amendment to the Articles of Amendment and Restatement of the
        Company, with an expected effectiveness as of April 16, 2013.

 3.8    Second Amended and Restated Bylaws of the Company, effective as of April
        16, 2013.

99.1    Press Release of the Company, dated April 16, 2013, announcing name
        change.


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