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 9, 2009
CAPLEASE,
INC.
(Exact
name of registrant as specified in its charter)
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Maryland
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1-32039
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52-2414533
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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1065
Avenue of the Americas, New York, NY
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10018
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (212)
217-6300
(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:
¨ 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))
Item
1.01. Entry into a Material Definitive
Agreement.
On
October 9, 2009, CapLease, Inc. (“we”) entered into a sales agreement with
Brinson Patrick Securities Corporation (the “Sales Agent”). Pursuant
to the sales agreement, we may issue and sell through the Sales Agent, from time
to time, shares of our common stock, and the Sales Agent agrees to use its best
efforts to sell such shares during the term of the agreement and on the terms
set forth therein. The sales agreement replaces the sales agreement
dated as of August 15, 2005, between us and Brinson Patrick Securities
Corporation.
Sales of
shares of our common stock pursuant to the sales agreement, if any, will
constitute an “at the market offering” as defined in Rule 415 of the Securities
Act of 1933, as amended. We have no obligation to sell any shares of
common stock pursuant to the sales agreement, and may at any time suspend
solicitation and offers pursuant to the sales agreement or terminate the sales
agreement.
We will
pay the Sales Agent a commission ranging from 1.5% to 2.0% of the gross sales
price per share sold, depending upon the aggregate proceeds raised by the Sales
Agent. We have agreed to provide indemnification and contribution to
the Sales Agent against liabilities, including liabilities under the Securities
Act of 1933, as amended.
A
prospectus supplement relating to up to 5,000,000 shares of common stock to be
sold through the Sales Agent and accompanying prospectus was filed with the
Securities and Exchange Commission on October 9, 2009, and are part of our
Registration Statement on Form S-3 (File No. 333-148653). Interested
investors should read the Registration Statement and all documents incorporated
therein. This Current Report shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration of qualification under the securities laws of any
such state.
The
description of the sales agreement is qualified by reference to the complete
agreement that is attached hereto as an exhibit and is incorporated herein by
reference.
Item
9.01. Financial Statements and
Exhibits.
(d) Exhibits
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Exhibit
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Description
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10.1
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Sales
Agreement, dated as of October 9, 2009, between Brinson Patrick Securities
Corporation and CapLease,
Inc.
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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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CapLease,
Inc.
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By:
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/s/ PAUL C. HUGHES
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Paul
C. Hughes
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Vice
President, General Counsel &
Corporate
Secretary
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DATE:
October 9, 2009