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: June 10, 2011
Gladstone Commercial Corporation
(Exact Name of Registrant as Specified in Its Charter)
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| Maryland
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001-33097
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02-0681276 |
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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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1521 Westbranch Drive
Suite 200, McLean, Virginia
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22102 |
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(Zip Code) |
(703) 287-5800
(Registrant’s Telephone Number, Including Area Code)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On June 10, 2011, Gladstone Commercial Corporation (the “Company”) and Gladstone Commercial
Limited Partnership (the “Operating Partnership”) entered into an underwriting agreement (the
“Underwriting Agreement”) with Janney Montgomery Scott LLC, as representative of the several
underwriters named in Schedule I annexed thereto (the “Underwriters”). Pursuant to the terms and
conditions of the Underwriting Agreement, the Company agreed to sell
1,200,000 shares of common
stock, par value $0.001 per share, at a per share purchase price to
the public of $17.55. Pursuant to
the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to
180,000 additional shares of common stock on the same terms and conditions to cover
over-allotments, if any. The common stock was offered and sold pursuant to a prospectus supplement,
dated June 10, 2011, and a base prospectus, dated September 27, 2010, relating to the Company’s
effective shelf registration statement on Form S-3 (File No. 333-169290). A copy of the
Underwriting Agreement is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
A copy of the press release announcing the pricing of the common stock offering is furnished
herewith as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. |
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Description |
1.1
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Underwriting Agreement, dated June 10, 2011, by and between
Gladstone Commercial Corporation, Gladstone Commercial Limited
Partnership and Janney Montgomery Scott LLC, as representative
of the several underwriters named in Schedule I thereto. |
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5.1
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Opinion of Venable LLP regarding the legality of shares. |
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23.1
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Consent of Venable LLP (included in Exhibit 5.1). |
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99.1
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Press Release dated June 10, 2011. |