Attached files
file | filename |
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EX-5.1 - EXHIBIT 5.1 - MONMOUTH REAL ESTATE INVESTMENT CORP | form8kex51_101409.htm |
EX-1.1 - EXHIBIT 1.1 - MONMOUTH REAL ESTATE INVESTMENT CORP | form8kexh11_101509.htm |
EX-10.1 - EXHIBIT 10.1 - MONMOUTH REAL ESTATE INVESTMENT CORP | form8kexh101_101509.htm |
EX-23.2 - EXHIBIT 23.2 - MONMOUTH REAL ESTATE INVESTMENT CORP | form8kexh232_101509.htm |
EX-99.1 - EXHIBIT 99.1 - MONMOUTH REAL ESTATE INVESTMENT CORP | form8k_101409exh991.htm |
_________________________________________________________________________________________________________________________________________________________________________________
_________________________________________________________________________________________________________________________________________________________________________________
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): October 15,
2009
______________________________________
Monmouth
Real Estate Investment Corporation
(Exact
name of registrant as specified in its charter)
______________________________________
Maryland
(State or other jurisdiction
of incorporation)
|
001-33177
(Commission
File Number
|
22-1897375
(IRS Employer
Identification No.)
|
Juniper Business Plaza, Suite
3-C
3499
Route 9 North
Freehold,
New Jersey
(Address
of principal executive offices)
|
07728
(Zip
Code)
|
Registrant's telephone number, including area code: (732) 577-9996 |
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))
1
Item
1.01 Entry Into a Material Definitive Agreement.
Monmouth Real Estate Investment
Corporation (the "Company") entered into a purchase agreement dated October 15,
2009 with certain institutional investors pursuant to which the Company agreed
to sell up to a total of 1,730,200 shares of its common stock, par value $0.01
per share ("Common Stock"), in a registered offering at a purchase price of
$6.50 per share. The Company's total net proceeds from the offering,
after deducting the placement agent's fee and other estimated offering expenses,
will be approximately $10,500,000. The offering is expected to close
on or about October 20, 2009, subject to satisfaction of customary closing
conditions. The Company intends to use all of the net proceeds to
purchase additional properties in the ordinary course of our business and for
general corporate purposes.
In connection with the offering, the
Company entered into a placement agent agreement dated October 15, 2009 with
CSCA Capital Advisors, LLC ("CSCA") pursuant to which CSCA agreed to act as the
Company's placement agent. As placement agent, CSCA will receive a
placement agent fee equal to 5.0% of the gross proceeds from the offering, plus
certain expenses. In the ordinary course of business, CSCA and/or its
affiliates have engaged, and may in the future engage, in financial advisory,
investment banking and other transactions with the Company for which customary
compensation has been, and will be, paid.
The Common Stock is being offered and
sold pursuant to the Company’s prospectus supplement dated October 15, 2009 (the
“Prospectus Supplement”) and supplements the Company’s prospectus filed with the
Securities and Exchange Commission (the “SEC”) pursuant to a Registration
Statement on Form S-3 (File No. 333-161668), filed with the SEC on
September 1, 2009, and declared effective on September 14, 2009 (the
“Registration Statement”). The Common Stock is described in the
Company’s Registration Statement.
The foregoing summaries of the terms of
the purchase agreement and placement agent agreement are only a brief
description of certain terms therein, do not purport to be a complete
description of the rights and obligations of the parties thereunder, and are
qualified in their entirety by such documents attached hereto. A copy
of the form of purchase agreement is attached hereto as Exhibit 10.1 and is
incorporated by reference herein. A copy of the placement agent
agreement is attached hereto as Exhibit 1.1 and is incorporated by reference
herein.
Item
7.01 FD Disclosure.
The
Company issued a press release concerning the offering on October 15,
2009. The press release is filed as Exhibit 99.1 hereto and is
incorporated by reference herein.
Item
8.01 Other Events.
In connection with the offering of
the Common Stock, the Company is filing certain exhibits as part of this Form
8-K that are incorporated by reference in their entirety into the Registration
Statement as indicated in Item 9.01 below.
Item
9.01 Financial Statements and Exhibits.
|
(d)
|
Exhibits.
|
|
1.1
|
Placement
Agent Agreement dated as of October 15, 2009 by and between Monmouth Real
Estate Investment Corporation and CSCA Capital Advisors, LLC.
*
|
|
5.1
|
Opinion
of Husch Blackwell Sanders LLP as to the legality of the securities being
issued by the Company. *
|
|
10.1
|
Form
of Purchase Agreement. *
|
|
23.1
|
Consent
of Husch Blackwell Sanders LLP to the filing of Exhibit 5.1 herewith
(included in its opinions filed as Exhibit 5.1).
*
|
|
23.2
|
Consent
of Venable LLP. *
|
|
99.1
|
Press
Release dated October 15, 2009.
|
|
*
|
Incorporated
by reference to the Form S-3 filed by the Company with the Securities and
Exchange Commission on September 1, 2009
(333-161668).
|
2
SIGNATURE
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.
MONMOUTH REAL ESTATE INVESTMENT CORPORATION | |||
Date: October
15, 2009
|
By:
|
/s/ Eugene W. Landy | |
Name Eugene W. Landy | |||
Title President and Chief Executive Officer | |||
3
Exhibit Index
1.1
|
Placement
Agent Agreement dated as of October 15, 2009 by and between Monmouth Real
Estate Investment Corporation and CSCA Capital Advisors, LLC.
*
|
|
5.1
|
Opinion
of Husch Blackwell Sanders LLP as to the legality of the securities being
issued by the Company. *
|
|
10.1
|
Form
of Purchase Agreement. *
|
|
23.1
|
Consent
of Husch Blackwell Sanders LLP to the filing of Exhibit 5.1 herewith
(included in its opinions filed as Exhibit 5.1).
*
|
|
23.2
|
Consent
of Venable LLP. *
|
|
99.1
|
Press
Release dated October 15, 2009.
|
|
*
|
Incorporated
by reference to the Form S-3 filed by the Company with the Securities and
Exchange Commission on September 1, 2009
(333-161668).
|