monmouth-8k_041910.htm

 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
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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): April 20, 2010
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Monmouth Real Estate Investment Corporation
(Exact name of registrant as specified in its charter)
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Maryland
(State or other jurisdiction
of incorporation)
001-33177
(Commission
File Number
22-1897375
(IRS Employer
Identification No.)
 

 
Juniper Business Plaza, Suite 3-C
3499 Route 9 North
Freehold, New Jersey
(Address of principal executive offices)
07728
(Zip Code)
 

 
 
Registrant's telephone number, including area code:
  (732) 577-9996
 

 
 
Not Applicable
(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 (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))
 
 
 
1
 
 
Item 1.01 Entry Into a Material Definitive Agreement.
 
             Monmouth Real Estate Investment Corporation (the "Company") entered into a purchase agreement dated April 20, 2010 with certain institutional investors pursuant to which the Company agreed to sell up to a total of 4,000,000 shares of its common stock, par value $0.01 per share ("Common Stock"), in a registered offering at a purchase price of $7.50 per share. The Company's total net proceeds from the offering, after deducting the placement agent's fee and other estimated offering expenses, will be approximately $28,300,000. The offering is expected to close on or about April 23, 2010, subject to satisfaction of customary closing conditions. The Company intends to use all of the net proceeds to purchase additional properties in the ordinary course of business and for general corporate purposes.
 
              In connection with the offering, the Company entered into a placement agent agreement dated April 20, 2010 with CSCA Capital Advisors, LLC ("CSCA") pursuant to which CSCA agreed to act as the Company's placement agent. As placement agent, CSCA will receive a placement agent fee equal to 5.0% of the gross proceeds from the offering, plus certain expenses. In the ordinary course of business, CSCA and/or its affiliates have engaged, and may in the future engage, in financial advisory, investment banking and other transactions with the Company for which customary compensation has been, and will be, paid.
 
              The Common Stock is being offered and sold pursuant to the Company’s prospectus supplement dated April 20, 2010 (the “Prospectus Supplement”) and supplements the Company’s prospectus filed with the Securities and Exchange Commission (the “SEC”) pursuant to a Registration Statement on Form S-3 (File No. 333-161668), filed with the SEC on September 1, 2009, and declared effective on September 14, 2009 (the “Registration Statement”). The Common Stock is described in the Company’s Registration Statement.
 
               The foregoing summaries of the terms of the purchase agreement and placement agent agreement are only a brief description of certain terms therein, do not purport to be a complete description of the rights and obligations of the parties thereunder, and are qualified in their entirety by such documents attached hereto. A copy of the form of purchase agreement is attached hereto as Exhibit 10.1 and is incorporated by reference herein. A copy of the placement agent agreement is attached hereto as Exhibit 1.1 and is incorporated by reference herein.
 
Item 7.01 FD Disclosure.
 
               The Company issued a press release concerning the offering on April 20, 2010. The press release is filed as Exhibit 99.1 hereto and is incorporated by reference herein.
 
Item 9.01 Financial Statements and Exhibits.
 
 
(d)
Exhibits.
 
 
1.1
Placement Agent Agreement dated as of April 20, 2010 by and between Monmouth Real Estate Investment Corporation and CSCA Capital Advisors, LLC.
 
 
10.1
Form of Purchase Agreement.
 
 
99.1
Press Release dated April 20, 2010.
 
 
 
 
2
 

 
SIGNATURE
 
 
                 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.
 
 
MONMOUTH REAL ESTATE INVESTMENT CORPORATION
  
       
Date: April 20, 2010
By:
/s/ Anna T. Chew
  
   
Name:  Anna T. Chew
  
   
Title:    Chief Financial Officer
  
       
 
 
 
3
 
 
 
 
Exhibit Index
 
 
1.1
Placement Agent Agreement dated as of April 20, 2010 by and between Monmouth Real Estate Investment Corporation and CSCA Capital Advisors, LLC.
 
 
10.1
Form of Purchase Agreement.
 
 
99.1
Press Release dated April 20, 2010.