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 13, 2010
COGDELL SPENCER INC.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
|
| Maryland
|
|
001-32649
|
|
20-3126457 |
| (State or other jurisdiction of
|
|
(Commission File
|
|
(IRS Employer |
| incorporation)
|
|
Number)
|
|
Identification Number) |
| |
|
|
|
| 4401 Barclay Downs Drive, Suite 300 |
|
|
| Charlotte, North Carolina
|
|
28209 |
| (Address of principal executive
|
|
(Zip Code) |
| offices) |
|
|
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):
| 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 May 13, 2010, Cogdell Spencer Inc. (the “Company”) and Cogdell Spencer LP, a Delaware limited
partnership and the Company’s operating partnership (the “Operating Partnership”), entered into an
underwriting agreement with Citigroup Global Markets Inc. and KeyBanc Capital Markets Inc. as
representatives of the several underwriters named in the underwriting agreement. Pursuant to the
terms of the underwriting agreement, the Company agreed to sell, and the underwriters agreed to
purchase, subject to the terms and conditions set forth in the underwriting agreement, an aggregate
of 6,500,000 shares of the Company’s common stock. In addition, the Company granted to the
underwriters a 30-day option to purchase up to an additional 975,000 shares of the Company’s common
stock. The net proceeds to the Company from the public offering were approximately $43.1 million
after deducting the underwriting discounts and commissions and estimated transaction expenses. The
underwriting agreement contains customary representations, warranties and agreements of the
Company, conditions to closing, indemnification rights and obligations of the parties and
termination provisions.
The preceding description is qualified in its entirety by reference to the underwriting agreement,
a copy of which is attached hereto as Exhibit 1.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
ITEM 9.01. Financial Statements and Exhibits
(d) Exhibits.
1.1 Underwriting Agreement dated May 13, 2010
- 2 -