Unassociated Document
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): December 8, 2010
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:
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
December 8, 2010, CapLease, Inc. (“we” or the “Company”) entered into an ATM
Equity OfferingSM Sales
Agreement (the “Sales Agreement”) with Merrill Lynch, Pierce, Fenner & Smith
Incorporated (“Merrill Lynch” or the “Sales Agent”), relating to shares of our
common stock, par value $0.01 per share (“Common Stock”). Pursuant to
the Sales Agreement, we may offer and sell up to 9,000,000 shares of Common
Stock from time to time through or to Merrill Lynch as the Sales
Agent.
Sales of
the Common Stock, if any, may be made by means of ordinary brokers’ transactions
on the New York Stock Exchange or otherwise at market prices prevailing at the
time of the sale, at prices related to the prevailing market prices or at
negotiated prices. 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.
The
compensation to the Sales Agent for sales of our Common Stock will be a
commission equal to 2.0% of the gross sales price of the shares sold pursuant to
the Sales Agreement. Pursuant to the Sales Agreement, the Sales Agent
will use commercially reasonable efforts to sell the Common Stock on our
behalf. Under the terms of the Sales Agreement, we may also sell our
Common Stock to the Sales Agent as principal for its own account at prices
agreed upon at the time of sale. If we sell our Common Stock to the
Sales Agent as principal, we will enter into a separate terms agreement with the
Sales Agent. We have agreed in the Sales Agreement to provide
indemnification and contribution to the Sales Agent against certain liabilities,
including liabilities under the Securities Act of 1933, as amended.
The
Common Stock will be offered pursuant to our shelf registration statement on
Form S-3 (File No. 333-148653) (the “Registration Statement”), which
was declared effective on January 25, 2008 by the Securities and Exchange
Commission (the “Commission”).
A
prospectus supplement relating to the Common Stock and an accompanying
prospectus were filed with the Commission on December 8, 2010, and are part of
our Registration Statement. Interested investors should read the
Registration Statement and all documents incorporated therein by
reference. 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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1.1
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ATM
Equity OfferingSM
Sales Agreement, dated as of December 8, 2010, between Merrill Lynch,
Pierce, Fenner & Smith Incorporated and CapLease,
Inc.
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5.1
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Opinion
of Hunton & Williams LLP regarding the legality of the Common
Stock
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8.1
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Opinion
of Hunton & Williams LLP regarding certain tax
matters
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23.1
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Consent
of Hunton & Williams LLP (included in Exhibits 5.1 and
8.1)
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99.1
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Press
release issued by the Company on December 8,
2010
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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 & |
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Corporate
Secretary |
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DATE:
December 8, 2010