Current Report Filing (8-k)
September 24 2015 - 4:34PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): September 24, 2015
DDR Corp.
(Exact name
of registrant as specified in charter)
|
|
|
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| Ohio |
|
1-11690 |
|
34-1723097 |
| (State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
|
|
| 3300 Enterprise Parkway, Beachwood, Ohio |
|
44122 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (216) 755-5500
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)) |
DDR Corp. is filing herewith the opinion of Jones Day as an exhibit to
its Registration Statement on Form S-3 (Registration No. 333-205059).
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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| Exhibit Number |
|
Description |
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| 5.1 |
|
Opinion of Jones Day |
|
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| 23.1 |
|
Consent of Jones Day (included in Exhibit 5.1) |
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.
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| DDR CORP. |
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| By: |
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/s/ David E. Weiss |
|
|
David E. Weiss Executive Vice President and
General Counsel |
Date: September 24, 2015
EXHIBIT INDEX
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| Exhibit Number |
|
Description |
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| 5.1 |
|
Opinion of Jones Day |
|
|
| 23.1 |
|
Consent of Jones Day (included in Exhibit 5.1) |
Exhibit 5.1
NORTH POINT • 901 LAKESIDE AVENUE • CLEVELAND, OHIO 44114.1190
TELEPHONE: +1.216.586.3939 • FACSIMILE: +1.216.579.0212
September 24, 2015
DDR Corp.
3300 Enterprise Parkway
Beachwood, Ohio 44122
| |
Re: |
Up to 3,210,408 Common Shares, $0.10 Par Value Per Share, to be Offered Pursuant to the DDR Corp. Dividend Reinvestment and Direct Share Purchase Plan |
Dear Ladies and Gentlemen:
We have acted as
counsel for DDR Corp., an Ohio corporation (the “Company”), in connection with the issuance or delivery and sale of up to 3,210,408 common shares, $0.10 par value per share, of the Company (the “Shares”) pursuant to the
Company’s Dividend Reinvestment and Direct Share Purchase Plan (the “Plan”). In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for
purposes of this opinion. Based upon the foregoing, and subject to the further assumptions, qualifications and limitations set forth herein, we are of the opinion that the Shares, when issued or delivered and sold pursuant to the terms of the Plan,
will be validly issued, fully paid and nonassessable, provided that the consideration for the Shares is at least equal to the stated par value of the Shares.
In rendering the opinion above, we have assumed that the resolutions authorizing the Company to issue or deliver and sell the Shares pursuant
to the Plan will be in full force and effect at all times at which the Shares are issued or delivered and sold by the Company, and the Company will take no action inconsistent with such resolutions.
The opinion expressed herein is limited to the laws of the State of Ohio, as currently in effect, and we express no opinion as to the effect
of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Current Report on Form 8-K,
dated the date hereof, filed by the Company and incorporated by reference into the Registration Statement on Form S-3 (No. 333-205059) (the “Registration Statement”) filed by the Company to effect registration of the Shares under the
Securities Act of 1933 (the “Act”) and to the reference to us under the caption “Legal Matters” in the prospectus constituting a part of such Registration Statement. In giving such consent, we do not hereby admit that we are
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DDR Corp.
September 24, 2015
Page 2
included in the category of persons whose consent
is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Jones Day
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