Grubb & Ellis Co - Current report filing (8-K)
January 31 2008 - 3:34PM
Edgar (US Regulatory)
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): January 25, 2008
GRUBB & ELLIS COMPANY
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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1-8122
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94-1424307
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(Commission File Number)
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(IRS Employer Identification No.)
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1551 North Tustin Avenue, Suite 300
Santa Ana, California
(Address of Principal Executive Offices)
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92705
(Zip Code)
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Registrants telephone number, including area code:
(714) 667-8252
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement
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Effective January 25, 2008, Grubb & Ellis Company (the Company) entered into a letter
agreement (the Letter Agreement) with Grubb & Ellis Realty Advisors, Inc. (Realty Advisors), a
separate, publically traded special purpose acquisition company sponsored by and affiliated with
the Company, pursuant to which the Company agreed, subject to and simultaneously upon the closing
of the previously announced Membership Purchase Interest Agreement between the Company and Realty
Advisors (the Acquisition Agreement), that Realty Advisors would have the right to redeem an
aggregate of 4,395,788 shares of common stock, par value $.0001 per share, of Realty Advisors
currently owned by the Company (the Redemption). The Company presently owns 5,667,719 shares of
common stock of Realty Advisors, which represents approximately 19% of the issued and outstanding
shares of Realty Advisors. The per share purchase price of each share that would be redeemed is
the par value thereof, which would result in an aggregate purchase price with respect to the
Redemption of $439.58. Subsequent to the Redemption, the Company would still own 1,271,931 shares
of common stock of Realty Advisors, which would represent 5% of the then issued and outstanding
shares of Realty Advisors.
The closing of the Acquisition Agreement is subject to, among other things, Realty Advisors
obtaining the requisite approval of its stockholders. Realty Advisors has filed a definitive proxy
statement with the Securities and Exchange Commission relating to a special meeting of its
stockholders scheduled for February 28, 2008, where the Acquisition Agreement, among other matters,
is to be considered and voted on by stockholders of Realty Advisors.
The foregoing is a summary of the terms and conditions of the Letter Agreement, and does not
purport to be a complete discussion of the Letter Agreement. Accordingly, the foregoing is
qualified in its entirety by reference to the full text of the Letter Agreement, a copy of which is
annexed as an Exhibit to this Current Report on Form 8-K.
Item 3.02. Unregistered Sales of Equity Securities
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On January 25, 2008, the Companys board of directors acknowledged the Compensation
Committees grant on January 24, 2008 of an aggregate of 270,000 shares of restricted common stock
to four of the Companys executive officers pursuant to restricted stock agreements to be entered
into with each of such executives. Specifically, in accordance with the Companys 2006 Omnibus
Equity Plan, restricted stock grants were awarded to each of Jack Van Berkel, the Companys Chief
Operating Officer and Executive Vice President, Richard W. Pehlke, the Companys Chief Financial Officer and Executive Vice
President, Robert H. Osbrink, an Executive Vice President of the Company, and Dylan Taylor, the
Companys President of Global Client Services. The grants to each of Messrs. Van Berkel, Pehlke,
Osbrink and Taylor, for 80,000, 75,000, 75,000 and 40,000 restricted shares, respectively, were
based on the price of the Companys common stock on the close of business on January 24, 2008. All
of the restricted shares vest ratably in annual installments over three (3) years. The restricted
stock grants to the executive officers were
exempt under Section 4(2) of the Securities Act of 1933, as amended, as a transaction by an
issuer not involving any public offering of securities.
The information is set forth in the first two (2) sentences of Item 8.01 of this Current
Report on Form 8-K is hereby incorporated in this Item 3.02 by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers
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On January 29, 2008 the Company announced the resignation of Anthony W. Thompson as its
Chairman of the Board, effective February 8, 2008. Mr. Thompson became Chairman of the Company on
December 7, 2007, upon the closing of the Companys merger (the Merger) with NNN Realty Advisors,
Inc. (NNN Realty Advisors).
Mr. Glenn L. Carpenter was appointed by the board to replace Mr. Thompson as the non-executive
Chairman of the Company. Mr. Carpenter has been a member of the Companys board since the closing
of the Merger in December 2007, as well as the Chairman of the Companys Compensation Committee,
and prior to the Merger was a member of NNN Realty Advisors board since November 2006. Upon
becoming the Chairman of the Company, Mr. Carpenter will no longer serve on the Compensation
Committee and Mr. Gary Hunt, a current member of the Compensation Committee, will become Chairman
of the Compensation Committee. Mr. D. Fleet Wallace, a member of the Companys Audit Committee,
will replace Mr. Carpenter on the Compensation Committee. Mr. Hunt, who also serves on the
Companys Governance and Nominating Committee, was the Companys lead independent director
subsequent to the Merger, a position that the Board has eliminated in connection with Mr.
Thompsons resignation and the appointment of
Mr. Carpenter as a non-executive Chairman.
Item 5.03. Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year
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On January 25, 2008 the board of directors of the Company amended the Companys Amended and
Restated By-Laws (the By-Laws), adding a new Section 3.16 to the By-Laws (the By-Law
Amendment). The By-Law Amendment provides that members of the board of directors who are not an
employee or executive officer of the Company (Non-Management Directors) have the right to
directly or indirectly engage in the same or similar business activities or lines of business as
the Company, or any of its subsidiaries, including those business activities or lines of business
deemed to be competing with the Company or any of its subsidiaries. In the event that the
Non-Management Director acquires knowledge, other than as a result of his or her position as a
director of the Company, of a potential transaction or matter that may be a corporate opportunity
for the Company, or any of its subsidiaries, such Non-Management Director shall be entitled to
offer such corporate opportunity to the Company as such Non-Management Director deems appropriate
under the circumstances in their sole discretion.
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The foregoing is a summary of the By-Law Amendment and does not purport to be a complete
discussion of the By-Law Amendment. Accordingly, the foregoing is qualified in its entirety by
reference to the full text of the By-Law Amendment, a copy of which is annexed as an Exhibit to
this Current Report on Form 8-K.
Item 5.05. Amendment to the Registrants Code of Ethics, or Waiver of a Provision of the
Code of Ethics
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On January 25, 2008, the Company amended its Code of Business Conduct and Ethics (the Code
Amendment) in a manner such that the Code of Business Conduct and Ethics is consistent with the
Companys By-Laws as revised by the By-Law Amendment referred to in Item 5.03 above. The Companys
Code of Business Conduct and Ethics now provides that a director who is not an employee or officer
of the Company may pursue any business opportunity without written approval if such director does
not become aware of such opportunity through the use of Company information, the use of the
Companys property or as a result of their position as a director of the Company.
The foregoing is a summary of the Code Amendment and does not purport to be a complete
discussion of the Code Amendment. Accordingly, the foregoing is qualified in its entirety by
reference to the full text of the Code Amendment, a copy of which is annexed as an Exhibit on this
Current Form on Form 8-K.
8.01. Other Events
On January 25, 2008, the Company named Jack Van Berkel as the Companys Chief Operating
Officer and Executive Vice President. Mr. Van Berkel had been the Companys Executive Vice
President of Human Resources and Operations since the closing of the Merger, and prior to the
Merger had been NNN Realty Advisors Head of Human Resources since August, 2007. The
non-management members of the Board of Directors also determined on January 25, 2008 to grant to
Anthony W. Thompson a one-time bonus of $750,000 in recognition for his services to NNN Realty
Advisors and the Company during calendar year 2007.
Item 9.01. Financial Statements and Exhibits
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(d) Exhibits.
3.1
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Amendment to the Amended and Restated By-Laws of Grubb & Ellis Company.
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10.1
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Letter Agreement Effective as of January 25, 2008 entered into by and between Grubb & Ellis
Company and Grubb & Realty Advisors, Inc.
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14.1
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Amendment to Code of Business Conduct and Ethics of Grubb & Ellis Company
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99.1
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Press Release (Grubb & Ellis Company Announces Management Change) dated January 29, 2008,
of Grubb & Ellis Company.
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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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GRUBB & ELLIS COMPANY
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Date: January 31, 2008
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By:
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/s/ Scott D. Peters
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Name:
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Scott D. Peters
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Title:
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Chief Executive Officer
and President
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