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
December 12, 2007
Date of report (Date of earliest event reported)
Gramercy Capital Corp.
(Exact Name of Registrant as Specified in Charter)
Maryland | | 001-32248 | | 06-1722127 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
420 Lexington Avenue | | |
New York, New York | | 10170 |
(Address of Principal Executive Offices) | | (Zip Code) |
(212) 297-1000
(Registrant’s telephone number, including area code)
|
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing of obligation of the registrant under any of the following provisions:
o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 12, 2007, the Board of Directors (the “Board”) of Gramercy Capital Corp. (the “Company”) approved an amendment to Article VII of the Company’s Bylaws, effective as of December 12, 2007, to provide for the issuance and transfer of the Company’s capital stock in uncertificated form. This amendment has been adopted by the Board in response to the NYSE requirement that all listed companies be eligible by January 1, 2008 to participate in the Direct Registration System (the "DRS"). The DRS allows stockholders to own and transact shares in electronic (book-entry) form without the issuance of physical certificates.
The Amended and Restated Bylaws of the Company is filed as an exhibit to this report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | | Description | |
3.2 | | Amended and Restated Bylaws of Gramercy Capital Corp. |
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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.
Date: December 14, 2007
| GRAMERCY CAPITAL CORP. | |
| | |
| | |
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| By: | /s/ Robert R. Foley | |
| | Name: | Robert R. Foley |
| | Title: | Chief Financial Officer |
| | | | | |
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