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
Date of Report (Date of earliest event reported): November 29, 2007
Saul Centers, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 1-12254 | 52-1833074 | ||
| (State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
| of incorporation) | Identification No.) |
| 7501 Wisconsin Avenue, Suite 1500, Bethesda, Maryland | 20814-6522 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code
(301) 986-6200
Not Applicable
(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. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On November 29, 2007, the Board of Directors of Saul Centers, Inc. (the “Company”) adopted technical amendments to the Company’s Amended and Restated Bylaws to expressly authorize the issuance of uncertificated shares of capital stock. The Board of Directors adopted these amendments to comply with the New York Stock Exchange (the “NYSE”) requirement that securities listed on the NYSE be eligible for participation in the Direct Registration System by January 2008.
The full text of the amendment to the Amended and Restated Bylaws is attached hereto as Exhibit 3.(b) and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (c) | Exhibits |
| Exhibit No. | Description | |
| 3.(b) | Amendment No. 1 to Amended and Restated Bylaws of Saul Centers, Inc. |
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.
| SAUL CENTERS, INC. | ||
| By: | /s/ Scott V. Schneider | |
| Name: | Scott V. Schneider | |
| Title: | Senior Vice President and Chief Financial Officer | |
Dated: December 3, 2007