- Current report filing (8-K)
December 02 2009 - 5:03AM
Edgar (US Regulatory)
UNITED STATES
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): November 25, 2009
GRUBB & ELLIS COMPANY
(Exact name of registrant as specified in its charter)
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Delaware
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1-8122
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94-1424307
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(State or other Jurisdiction of Incorporation)
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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
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92705
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code:
(714) 667-8252
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Not Applicable
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(Former name or former address if changed since last report.)
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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:
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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 3.02 Unregistered Sales of Equity Securities
On November 25, 2009, Grubb & Ellis Company (the
Company
) effected the sale of 40,800 shares of 12% cumulative
participating perpetual convertible preferred stock, par value $0.01 per share (
Preferred Stock
), to various
qualified institutional buyers and accredited investors for net proceeds of approximately $4.1 million. The sale
constitutes a portion of the 45-day option to purchase up to an additional 100,000 shares of Preferred Stock granted to
the initial purchaser in the Companys private placement of 900,000 shares of Preferred Stock, as previously disclosed.
Each share of Preferred Stock is currently convertible into 31.322 shares of the Companys common stock, par value
$0.01 per share, subject to adjustment as set forth in a Certificate of Powers, Designations, Preferences and Rights
filed by the Company with the Secretary of State of the State of Delaware on November 4, 2009.
The Preferred Stock was offered in reliance on exemptions from the registration requirements of the Securities Act
of 1933, as amended (the
Securities Act
) that apply to offers and sales of securities that do not involve a public
offering. As such, the Preferred Stock was offered and sold only to (i) qualified institutional buyers (as defined in
Rule 144A under the Securities Act), (ii) to a limited number of institutional accredited investors (as defined in
Rule 501(a)(1), (2), (3) or (7) of the Securities Act), and (iii) to a limited number of individual accredited
investors (as defined in Rule 501(a)(4), (5) or (6) of the Securities Act).
This Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any
sale of the Preferred Stock in any state in which the offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such state.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly authorized and caused
the undersigned to sign this Report on the Registrants behalf.
GRUBB & ELLIS COMPANY
By:
/s/ Richard W. Pehlke
Richard W. Pehlke
Chief Financial Officer and
Executive Vice President
Dated: December 2, 2009
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