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): May 3, 2010
––––––––––––
COGDELL
SPENCER INC..
(Exact
name of registrant as specified in its charter)
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Maryland
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001-32649
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20-3126457
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(State
or other jurisdiction of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
Number)
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4401
Barclay Downs Drive, Suite 300
Charlotte,
North Carolina
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28209
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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: (704) 940-2900
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))
ITEM
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On May 3,
2010, Cogdell Spencer Inc. (the “Company”) issued a press release announcing,
among other things, that Frank Spencer will end his full time leadership
position as CEO of the Company on October 31, 2010, but plans to continue to
stand for election and to remain as a member of the Company's Board of Directors
if reelected by stockholders at the Company's 2010 Annual Meeting scheduled for
Tuesday, May 4, 2010.
In
connection with this development, the Company entered into a Letter Agreement
with Mr. Spencer, dated May 3, 2010, which provides for, among other things, the
payment by the Company of retirement payments of $2,662,250, three years
continued health benefits under the Company’s group health plans and programs
applicable to senior executives and vesting of an award of 62,695 LTIP Units
which were granted to Mr. Spencer effective March 31, 2008. In
addition, Mr. Spencer will remain subject to the non-competition covenants in
his employment agreement through the later of the period that he remains a
director of the Company or May 4, 2011. The foregoing description is
qualified in its entirety by reference to the full text of the Letter Agreement,
which is attached with this Current Report on Form 8-K as Exhibits 10.1, and is
incorporated herein by reference.
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.
COGDELL
SPENCER INC.
Dated: May
3,
2010 By: /s/ Charles M.
Handy
Charles M. Handy
Chief Financial Officer
EXHIBIT
INDEX
Exhibit
Number Description
Exhibit
10.1 Letter
Agreement, between Cogdell Spencer Inc. and Frank Spencer, dated May 3,
2010