UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): May 12, 2006
Franklin Street Properties Corp.
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(Exact Name of Registrant as Specified in Charter)
Maryland 001-32470 04-3578653
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(State or Other Juris- (Commission (IRS Employer
diction of Incorporation) File Number) Identification No.)
401 Edgewater Place, Suite 200, Wakefield, Massachusetts 01880-6210
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (781) 557-1300
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(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.
Effective May 12, 2006, Franklin Street Properties Corp. (the
"Registrant") amended its Bylaws to (i) authorize its secretary to provide
notice to stockholders by electronic means and (ii) permit stockholders to
authorize another person to act as a proxy by transmitting, or authorizing the
transmission of, an authorization for the person to act as a proxy to the person
authorized to act as proxy or any other person authorized to receive the proxy
authorization on behalf of the person authorized to act as the proxy, including
a proxy solicitation firm or proxy support service organization, which
authorization may be transmitted by telegram, cablegram, datagram, electronic
mail or any other electronic or telephonic means.
Article II, Section 4 (Notice) previously read as follows:
"Not less than ten nor more than 90 days before each meeting of
stockholders, the secretary shall give to each stockholder entitled
to vote at such meeting and to each stockholder not entitled to vote
who is entitled to notice of the meeting written or printed notice
stating the time and place of the meeting and, in the case of a
special meeting or as otherwise may be required by statute, the
purpose for which the meeting is called, by either mail or by
presenting it to such stockholder personally or by leaving it at his
residence or usual place of business. If mailed, such notice shall
be deemed to be given when deposited in the United States mail
addressed to the stockholder at his post office address as it
appears on the records of the Corporation, with postage thereon
prepaid."
and has been amended to read as follows:
"Not less than ten nor more than 90 days before each meeting of
stockholders, the secretary shall give notice in writing or by
electronic transmission to each stockholder entitled to vote at such
meeting and to each stockholder not entitled to vote but who is
entitled to notice of the meeting stating the time and place of the
meeting and, in the case of a special meeting or as otherwise may be
required by statute, the purpose for which the meeting is called, by
electronic transmission, mail or by presenting it to such
stockholder personally or by leaving it at his residence or usual
place of business. If mailed, such notice shall be deemed to be
given when deposited in the United States mail addressed to the
stockholder at his post office address as it appears on the records
of the Corporation, with postage thereon prepaid. If sent by
electronic transmission, such notice shall be deemed to be given
when transmitted to the stockholder by an electronic transmission to
any address or number of the stockholder at which the stockholder
receives electronic transmissions. For purposes of this Section 4,
any reference to "electronic transmission" shall have the meaning
ascribed thereto in Section 1-101 of the Maryland General
Corporation Law (as the same may be amended from time to time) or
any successor statute."
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Article II, Section 9 (Proxies) previously read as follows:
"Each stockholder of record entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in
writing without a meeting, may vote or express such consent or
dissent in person or may authorize another person or persons to vote
or act for him by a proxy executed in writing by the stockholder or
his duly authorized attorney in fact. Such proxy shall be filed with
the Secretary of the Corporation before or at the time of the
meeting. No proxy shall be valid after eleven months from the date
of its authorization, unless otherwise provided in the proxy."
and has been amended to read as follows:
"(a) Each stockholder of record entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in
writing without a meeting, may vote or express such consent or
dissent in person or may authorize another Person or Persons (as
defined in Section 9(e) below) to vote or act for him by a proxy as
provided in this Section 9. Such proxy shall be filed with the
Secretary of the Corporation before or at the time of the meeting.
No proxy shall be valid after eleven months from the date of its
authorization, unless otherwise provided in the proxy.
(b) A stockholder may sign a writing authorizing another Person to
act as proxy. Signing may be accomplished by the stockholder or the
stockholder's authorized agent signing the writing or causing the
stockholder's signature to be affixed to the writing by any
reasonable means, including facsimile signature.
(c) A stockholder may authorize another Person to act as a proxy by
transmitting, or authorizing the transmission of, an authorization
for the Person to act as a proxy to the Person authorized to act as
proxy or any other Person authorized to receive the proxy
authorization on behalf of the Person authorized to act as the
proxy, including a proxy solicitation firm or proxy support service
organization. The authorization may be transmitted by telegram,
cablegram, datagram, electronic mail or any other electronic or
telephonic means.
(d) A copy, facsimile telecommunication or other reliable
reproduction of the writing or transmission authorized under
Sections 9(b) and (c) may be substituted for the original writing or
transmission for any purpose for which the original writing or
transmission could be used.
(e) For purposes of this Section 9, any reference to "Person" shall
have the meaning ascribed thereto in Section 1-101 of the Maryland
General Corporation Law (as the same may be amended from time to
time) or any successor statute."
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
See Exhibit Index attached hereto.
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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.
FRANKLIN STREET PROPERTIES CORP.
Date: May 15, 2006 By: /s/ George J. Carter
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President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
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3.1 Amended and Restated Bylaws of the Registrant.
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