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
September 24, 2003
(Date of Report (Date of Earliest Event Reported))
iSTAR FINANCIAL INC.
(Exact Name of Registrant as Specified in Its Charter)
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Maryland |
1-15371 |
95-6881527 |
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(State or Other
Jurisdiction |
(Commission |
(IRS Employer |
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1114 Avenue of the Americas, 27th
Floor |
10036 |
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(Address of Principal Executive Offices) |
(Zip Code) |
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(212) 930-9400 |
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(Registrant’s Telephone Number, Including Area Code) |
Item 5. Other Events
On September 25, 2003, iStar Financial Inc. (the “Company”) filed a Prospectus Supplement, dated September 24, 2003, to the Prospectus dated July 8, 2003, included as part of the Registration Statement on Form S-3 of the Company (File No. 333-105945), relating to the offering of 4,000,000 shares of the Company’s 7.8% Series F Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Preferred Stock”). On September 24, 2003, the Company entered into a Purchase Agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated and Lehman Brothers Inc. (the “Underwriters”), relating to the offering and sale by the Underwriters of the Preferred Stock.
Item 7. Exhibits
The following exhibits are filed with this Report pursuant to Regulation S-K Item 601 in lieu of filing the otherwise required exhibits to the registration statement on Form S-3 of the Registrant, File No. 333-105945, under the Securities Act of 1933, as amended, and which, as this Form 8-K filing is incorporated by reference in the Registration Statement, are set forth in full in the Registration Statement.
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Exhibit |
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Exhibit |
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1.1 |
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Purchase Agreement between iStar Financial Inc. and the Underwriters dated September 24, 2003. |
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3.1 |
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Articles Supplementary relating to the Series F Preferred Stock. |
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4.1 |
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Form of 7.8% Series F Cumulative Redeemable Preferred Stock Certificate, incorporated herein by reference to Exhibit 4 to the Company’s Form 8-A filed on September 25, 2003. |
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5.1 |
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Opinion of Clifford Chance US LLP regarding the legality of the Preferred Stock. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
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iSTAR FINANCIAL INC. |
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Date: September 29, 2003 |
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By: |
/s/ Jay Sugarman |
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Jay Sugarman |
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Chairman and Chief Executive Officer |
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EXHIBIT INDEX
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Exhibit |
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Description |
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1.1 |
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Purchase Agreement between iStar Financial Inc. and the Underwriters dated September 24, 2003. |
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3.1 |
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Articles Supplementary relating to the Series F Preferred Stock. |
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4.1 |
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Form of 7.8% Series F Cumulative Redeemable Preferred Stock Certificate, incorporated herein by reference to Exhibit 4 to the Company’s Form 8-A filed on September 25, 2003. |
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5.1 |
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Opinion of Clifford Chance US LLP regarding the legality of the Preferred Stock. |
4