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 (or Date of Earliest Event Reported): October 7, 2011
THE GOLDFIELD CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 1-7525 | 88-0031580 | ||
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
1684 West Hibiscus Blvd. Melbourne, FL |
32901 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (321) 724-1700
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 1.01. Entry into a Material Definitive Agreement.
Amendment to the Lease Agreement dated June 7, 2004
On October 7, 2011, The Goldfield Corporation (the “Company” or the “Tenant”) entered into the Amendment to the Lease Agreement (the “First Amendment”) effective November 1, 2011, with Hibiscus Office Park, LLC (the “Landlord”) to amend the Lease Agreement dated as of June 7, 2004, by and between the Landlord and the Tenant relating to the Company’s headquarters (the “Lease Agreement”).
The First Amendment modifies the lease term to six (6) years, commencing November 1, 2011 and ending October 31, 2017. Also under the terms of the First Amendment, the annual minimum base rent (the “Annual Base Rent”) for the leased premises was reduced to $89,135.50. Such Annual Base Rent does not include the six percent (6%) Florida sales tax and shall be adjusted as follows: (i) during the six (6) year option term, the Annual Base Rent will be adjusted annually on each anniversary date of the term to increase the same by three percent (3%) from the prior year’s Annual Base Rent. In addition, the First Amendment includes modifications to certain terms included in the Lease Agreement concerning the responsibility of the maintenance and repairs of the premises and also includes amendments to the special provisions section of the Lease Agreement as follows: should the Company elect to terminate this option term prior to October 31, 2017, the Company shall pay the Landlord six (6) months’ rent as a termination penalty. All the other terms and conditions of the original Lease Agreement dated June 7, 2004, remain unchanged and are described in the Company’s previously filed Quarterly Report on Form 10-Q for the period ended June 30, 2004.
The foregoing description of the First Amendment does not purport to summarize all of the provisions of this document and is qualified in its entirety by reference to the Amendment to the Lease Agreement dated June 7, 2004, signed October 7, 2011 and effective November 1, 2011 filed as Exhibit 10-1 to this Current Report on Form 8-K.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant .
As described above in Item 1.01 under the heading “Amendment to the Lease Agreement dated June 7, 2004,” the Company and the Landlord have entered into the First Amendment. The Amendment to the Lease Agreement dated June 7, 2004 is filed as Exhibit 10-1 to this Current Report on Form 8-K and incorporated herein by
Item 9.01. Financial Statements and Exhibits.
|
Exhibit |
Description of Exhibit |
|
| 10-1 | Amendment to The Lease Agreement, dated June 7, 2004, signed on October 7, 2011 and effective November 1, 2011. | |
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, thereunto duly authorized.
Dated: October 13, 2011
| T HE G OLDFIELD C ORPORATION | ||
| By: |
/ s / STEPHEN R. WHERRY |
|
| Stephen R. Wherry | ||
| Senior Vice President, Chief Financial Officer, Treasurer and Assistant Secretary (Principal Financial and Accounting Officer) | ||
EXHIBIT INDEX
|
Exhibit |
Description of Exhibit |
|
| 10-1 | Amendment to The Lease Agreement, dated June 7, 2004, signed on October 7, 2011 and effective November 1, 2011. | |
Exhibit 10-1
AMENDMENT TO LEASE DATED JUNE 7, 2004, BY AND BETWEEN
HIBISCUS OFFICE PARK, LLC, AS LANDLORD,
AND
THE GOLDFIELD CORP., AS TENANT,
On November 1, 2011, the following terms and conditions will go into effect:
| 1. | Section 1.1 Lease Term is amended to read as follows: |
Lease Term : The term of this lease (“Term”) is six (6) years, which Term shall commence on November 1, 2011 and end on October 31, 2017.
| 2. | Annual Minimum Rent/Base Rent: is amended to read as follows: |
Annual Minimum Rent/Base Rent $89,135.50 / $11.75 psf (not including 6% FL Sales Tax)
| 3. | Section 4.4 Adjustment of Annual Minimum Rent is hereby amended to read as follows: |
During this six (6) year option term, the Annual Minimum Rent specified in Section 1.1 hereof (and the monthly installments thereof) will be adjusted annually on each anniversary date of the term to increase the same by three (3%) percent from the prior year’s Annual Minimum Rent.
| 4. | Section 7.1.3 is hereby amended to read as follows: |
7.1.3 To keep the Premises, including equipment, facilities and fixtures therein, clean, neat and in good order, repair and condition. Tenant shall be responsible for the regular maintenance of the air conditioners on the Premises which shall include filter changes and maintenance service from a certified air conditioning company and the Landlord shall be responsible for any air conditioner/air handler repairs and replacement, if necessary.
| 5. | Exhibits “B”, “C” and “D” are deleted in entirety. |
| 6. | Section 11.13.2 on Exhibit “E” is hereby amended to read as follows: |
11.13.3 Should the Tenant elect to terminate this option term prior to October 31, 2017, Tenant shall pay Landlord six (6) months rent as a termination penalty.
All other terms and conditions of the original Lease dated June 7, 2004, shall remain in full force and effect.
| Landlord: | ||||||
|
HIBISCUS OFFICE PARK, LLC, a Florida limited liability company |
||||||
| BY: | HARP HOLDING COMPANY, INC., | |||||
| A Florida limited liability company | ||||||
| As its Managing Member | ||||||
| By: |
/s/ Hugh M. Evans |
|||||
| Name: | Hugh M. Evans, Jr., Vice President | Dated: 10/7/ 2011 | ||||
| Tenant: | ||||||
| THE GOLDFIELD CORPORATION | ||||||
| By: |
/s/ John Sottile |
Dated: October 6, 2011 | ||||
| Name: | John H. Sottile, President | |||||