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
October 16, 2006
Date of Report (Date of earliest event reported)
SUN COMMUNITIES, INC.
(Exact Name of Registrant as Specified in its Charter)
MARYLAND
(State or Other Jurisdiction of Incorporation)
1-12616 38-2730780
(Commission File Number) (IRS Employer Identification No.)
27777 FRANKLIN ROAD
SUITE 200
SOUTHFIELD, MI 48034
(Address of Principal Executive Office) (Zip Code)
248-208-2500
(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 obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a12 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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
(d) Effective October 16, 2006, the Board of Directors, or the Board, of
Sun Communities, Inc. (the "Company") increased the number of members
of the Board from six (6) to seven (7) and appointed Robert H. Naftaly
to serve as a director of the Company until the annual meeting of the
Company's stockholders to be held in 2009 and until his successor is
elected and qualifies. In addition, Mr. Naftaly has been appointed to
the Company's Audit Committee.
Robert H. Naftaly, age 68, is retired as President and Chief Executive
Officer of PPOM, an independent operating subsidiary of Blue Cross
Blue Shield of Michigan ("BCBSM") and as Executive Vice President and
Chief Operating Officer of BCBSM. Previously, Mr. Naftaly served as
Vice President and General Auditor of Detroit Edison Company and was
the Director of the Department of Management and Budget for the State
of Michigan. He was a managing partner and founder of Geller, Naftaly,
Herbach & Shapiro, a certified public accounting firm. In addition,
Mr. Naftaly has also served as a director of Meadowbrook Insurance
Group, Inc. (NYSE:MIG) since 2002 where he is currently the Chairman
of the Compensation Committee and a member of the Audit Committee, the
Finance Committee and the Governance and Nominating Committee.
There is no agreement or understanding between Mr. Naftaly and any
other person pursuant to which he was appointed to the Board and Mr.
Naftaly has not had any transactions with the Company or any of its
subsidiaries, and there is no family relationship among the Company's
officers and directors and Mr. Naftaly.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
(a) On October 16, 2006, the Board of Directors of the Company elected to
be subject to Section 3-804(c) of the Maryland General Corporation
Law, which election became effective on October 16, 2006 upon the
acceptance for record by the State Department of Assessments and
Taxation of Maryland of the Company's Articles Supplementary
describing the election. The Articles Supplementary are attached as
Exhibit 3.1 to this report.
In order to effectuate such election, on October 16, 2006, the Board
amended Article III, Section 10 of the Company's Bylaws to provide
that any vacancy on the Board that results from the death or
resignation of a director or an increase in the size of the Board may
be filled only by the affirmative vote of a majority of the remaining
directors in office, even if the remaining directors do not constitute
a quorum, and any director elected to fill such a vacancy shall hold
office for the remainder of the full term of the class of directors in
which the vacancy occurred and until a successor is elected and
qualifies. Any vacancy on the Board that results from the removal of a
director may be filled by a majority of the remaining directors in
office, even if the remaining directors do not constitute a quorum,
and any director elected to fill such a vacancy shall hold office
until the next annual meeting of stockholders of the Company and until
a successor is elected and qualifies. Article III, Section 10 of the
Company's Bylaws formerly provided that any vacancy on the Board
occurring for any reason other than an increase in the number of
directors may be filled by a majority of the remaining directors and
any vacancy on the Board occurring as a result of an increase in the
number of directors may be filled by a majority vote of the entire
Board, and any director so elected shall hold office for the unexpired
term of the director he is replacing.
Article II, Sections 11(a)(3) and 11(c)(1) were also amended to be
consistent with the Company's election under Section 3-804(c) of the
Maryland General Corporation Law. This summary of the amendments to
the Company's Bylaws is qualified in its entirety by reference to the
Amendments to the Bylaws of Sun Communities, Inc. attached as Exhibit
3.2 to this report.
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.
Sun Communities, Inc.
Date: October 19, 2006 By: /s/ Jeffrey P. Jorissen
------------------------------------
Jeffrey P. Jorissen, Executive
Vice President, Treasurer, Chief
Financial Officer, and Secretary
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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3.1 Articles Supplementary
3.2 Amendments to the Bylaws of Sun Communities, Inc.