Form 8-A12B

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-A

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

DDR Corp.

(Exact name of registrant as specified in its charter)

 

 

 

Ohio   34-1723097

(State of incorporation

or organization)

  

(IRS Employer

Identification No.)

 

3300 Enterprise Parkway, Beachwood, Ohio   44122
(Address of principal executive offices)   (Zip Code)

 

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

to be so registered

  

Name of each exchange on which

each class is to be registered

Depositary Shares, each representing a 1/20th interest in a share

of 6.250% Class K Cumulative Redeemable Preferred Shares,

without par value

   New York Stock Exchange

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box.  x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box  ¨

Securities Act registration statement file number to which this form relates: 333-184221 (if applicable)

Securities to be registered pursuant to Section 12(g) of the Act:

N/A

(Title of Class)

 

 

 

Item 1. Description of Registrant’s Securities to be Registered.

The description of the Depositary Shares, each representing a 1/20th interest in a share of 6.250% Class K Cumulative Redeemable Preferred Shares, without par value (liquidation preference equivalent to $25.00 per depositary share) (the “Depositary Shares”), of DDR Corp. (the “Company”) to be registered hereby is included under the sections titled “Description of Preferred Shares” and “Description of Depositary Shares Representing Preferred Shares” in the prospectus dated October 1, 2012 included in the Company’s Registration Statement on Form S-3 (No. 333-184221) (the “Base Prospectus”) and in the section titled “Description of the New Class K Preferred Shares and Depositary Shares” in the prospectus supplement thereto dated March 25, 2013 that was filed by the Company with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933 (together with the Base Prospectus, the “Prospectus”), which Prospectus is incorporated herein by reference.

 

Item 2. Exhibits.

The following exhibits are filed as part of this Registration Statement on Form 8-A.

 

  3.1       Second Amended and Restated Articles of Incorporation of the Company, as amended effective July 31, 2012 (filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed August 9, 2012 and incorporated herein by reference).
  3.2       Amendment No. 5 to the Second Amended and Restated Articles of Incorporation of the Company.
  3.3       Amended and Restated Code of Regulations of the Company (filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on May 11, 2009 and incorporated herein by reference).
  4.1       Form of Deposit Agreement, among the Company, Computershare Shareowner Services LLC, as Depositary, and all holders from time to time of Depositary Shares.
  4.2       Specimen receipt representing the Depositary Shares, each representing a 1/20th interest in a share of 6.250% Class K Cumulative Redeemable Preferred Shares, without par value, of the Company (included as part of Exhibit 4.1 above).
  4.3       Specimen certificate for 6.250% Class K Cumulative Redeemable Preferred Shares, without par value, of the Company.
  4.4       Specimen certificate for Common Shares, par value $0.10 per share, of the Company (filed as Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed on February 28, 2012 and incorporated herein by reference).

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

DDR CORP.
By:  

/s/ David J. Oakes

Name:   David J. Oakes
Title:   President and Chief Financial Officer

Dated: April 8, 2013

EXHIBIT INDEX

 

  3.1       Second Amended and Restated Articles of Incorporation of the Company, as amended effective July 31, 2012 (filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed August 9, 2012 and incorporated herein by reference)
  3.2       Amendment No. 5 to the Second Amended and Restated Articles of Incorporation of the Company
  3.3       Amended and Restated Code of Regulations of the Company (filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on May 11, 2009 and incorporated herein by reference)
  4.1       Form of Deposit Agreement, among the Company, Computershare Shareowner Services LLC, as Depositary, and all holders from time to time of Depositary Shares
  4.2       Specimen receipt representing the Depositary Shares, each representing a 1/20th interest in a share of 6.250% Class K Cumulative Redeemable Preferred Shares, without par value, of the Company (included as part of Exhibit 4.1 above)
  4.3       Specimen certificate for 6.250% Class K Cumulative Redeemable Preferred Shares, without par value, of the Company
  4.4       Specimen certificate for Common Shares, par value $0.10 per share, of the Company (filed as Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed on February 28, 2012 and incorporated herein by reference)