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): | July 10, 2007 |
Gladstone Commercial Corporation
__________________________________________
(Exact name of registrant as specified in its charter)
| Maryland | 0-50363 | 020681276 |
|
_____________________
(State or other jurisdiction |
_____________
(Commission |
______________
(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 1521 Westbranch Drive, Suite 200, McLean, Virginia | 22102 | |
|
_________________________________
(Address of principal executive offices) |
___________
(Zip Code) |
| Registrant’s telephone number, including area code: | 703-287-5800 |
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:
[ ] 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 July 10, 2007, the Board of Directors of Gladstone Commercial Corporation (the "Company") approved the election of Mr. George Stelljes III to the Board of Directors. Mr. Stelljes’ current term will expire at the Company’s 2008 Annual Meeting of Stockholders, at which time Mr. Stelljes will stand for election for a three-year term expiring at the 2011 Annual Meeting of Stockholders. Mr. Stelljes was not named, and is not expected to be named, as a member of any committees of the Board of Directors.
The Board of Directors also promoted and appointed Mr. Stelljes to the office of president of the Company, and Mr. Terry Brubaker to the office of vice chairman of the Company. Mr. Stelljes has served as the Company’s executive vice president and chief investment officer since 2003, and Mr. Brubaker has served as a director and as the Company’s president, chief operating officer and secretary since 2003.
Mr. Stelljes now serves as a director and as the president and chief investment officer of the Company. Mr. Stelljes has been the chief investment officer of the Company’s affiliate Gladstone Capital Corporation ("Gladstone Capital") since 2002 and has served as a director of Gladstone Capital from August 2001 to September 2002, and from July 2003 to present. He also served as Gladstone Capital’s executive vice president from September 2002 through April 2004, when he assumed the duties of president. Mr. Stelljes has served as president, chief investment officer and a director of the Company’s affiliate Gladstone Investment Corporation ("Gladstone Investment") since its inception in 2005. Mr. Stelljes currently serves as a general partner and investment committee member of Patriot Capital, a private equity fund, and serves on the board of Intrepid Capital Management, a money management firm. Mr. Stelljes holds an MBA from the University of Virginia and a BA in Economics from Vanderbilt University.
Mr. Brubaker now serves as a director and as the vice chairman, chief operating officer and secretary of the Company. Mr. Brubaker has been the chief operating officer, secretary and a director of Gladstone Capital since its inception in 2001. He also served as president of Gladstone Capital from 2001 through 2004, when he assumed the duties of vice chairman. He has served as vice chairman, secretary, chief operating officer and as a director of Gladstone Investment since its inception. Mr. Brubaker holds an MBA from the Harvard Business School and a BSE from Princeton University.
Messrs. Stelljes and Brubaker are employed and compensated by the Company’s external investment adviser, Gladstone Management Corporation (the "Adviser"), under the terms of an Investment Advisory and Management Agreement between the Company and the Adviser. The Adviser is controlled by David Gladstone, the chairman of the Company’s Board of Directors and its chief executive officer. Mr. Gladstone is also the chairman of the Board of Directors and chief executive officer of the Adviser. Mr. Brubaker is a member of the Board of Directors of the Adviser and its vice chairman, chief operating officer, and secretary. Mr. Stelljes is also a member of the Board of Directors of the Adviser and its president and chief investment officer.
A copy of the press release announcing the election and appointments is filed as Exhibit 99.2 to this report.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 10, 2007, the Board of Directors of the Company approved two amendments to the Company’s bylaws. The amendments are effective as of July 10, 2007. The amendments were made to allow the Board of Directors of the Company to establish the number of directors of the Company by resolution, and to clarify that directors may be reimbursed for the reasonable out-of-pocket expenses of their board service, including attendance at meetings of the board of directors.
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
99.1 First Amendment to Bylaws of Gladstone Commercial Corporation.
99.2 Gladstone Commercial Corporation Press Release Dated July 10, 2007.
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.
| Gladstone Commercial Corporation | ||||
| July 10, 2007 | By: |
/s/ Harry Brill
|
||
|
|
||||
| Name: Harry Brill | ||||
| Title: Chief Financial Officer | ||||
Exhibit Index
Exhibit No.
Description
First Amendment to Bylaws of Gladstone Commercial Corporation.
Gladstone Commercial Corporation Press Release Dated July 10, 2007.
FIRST AMENDMENT TO BYLAWS
OF
GLADSTONE COMMERCIAL CORPORATION
The following Amendment is hereby made to the Bylaws (the “ Bylaws ”) of Gladstone Commercial Corporation, a Maryland corporation, as of July 10, 2007:
1. Article III, Section 13(a) is hereby deleted in its entirety, and replaced with the following:
Section 13. Number and Term.
(a) The number of directors of the Corporation shall be fixed exclusively by resolutions adopted by the the Board of Directors. The composition of the board of directors must satisfy the independence standards of the Nasdaq Stock Market (or such other securities market on which the Corporation’s securities are listed for trading) and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). A majority of the entire Board of Directors may, at any time and from time to time, increase or decrease the number of directors of the Corporation as set forth in the Articles of Incorporation or these Bylaws; provided, however, that the number of directors shall not be increased by fifty percent (50%) or more in any twelve (12) month period without the approval of two-thirds (2/3rds) of the members of the Board of Directors then in office. The tenure of office of a director shall not be affected by any decrease in the number of directors so made by the Board of Directors. The directors shall be elected by a majority of all the votes cast at the annual meeting of the stockholders, except as provided in Section 15 of these Bylaws.
2. Article III, Section 25 is hereby deleted in its entirety, and replaced with the following:
Section 25. Compensation Of Directors. Directors, as such, shall not receive any stated salary for their services but, by resolution of the Board of Directors, non-employee directors may be entitled to receive (a) an annual fee, (b) a fixed cash sum, (c) a stock or stock option grant, or (d) a combination of the above, along with the reimbursement of reasonable out-of-pocket expenses incurred in connection with their services, including those incurred for attendance at each regular or special meeting of the Board of Directors, or of any committee thereof, but nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.
* * * * * * *
Gladstone Commercial Names Terry Brubaker as Vice Chairman, George “Chip” Stelljes as
President; Elects George “Chip” Stelljes to Board of Directors
McLean, VA, July 10, 2007: Gladstone Commercial Corp. (NASDAQ: GOOD) (the “Company”) announced today that the Board of Directors has named Terry Brubaker as Vice Chairman of the Board. Mr. Brubaker will retain his positions as Chief Operating Officer and Secretary. Mr. Brubaker previously held the office of President of the Company, and has served as a director and as the President, Chief Operating Officer and Secretary of the Company since its inception in 2003.
The Board of Directors also elected Mr. George “Chip” Stelljes III as a director, and named Mr. Stelljes as President of the Company. In addition to his duties as President and a member of the Board of Directors, Mr. Stelljes will retain his position as Chief Investment Officer of the Company. Mr. Stelljes previously held the office of Executive Vice President of the Company, and has served as the Executive Vice President and Chief Investment Officer of the Company since its inception in 2003.
Gladstone Commercial Corporation is a publicly traded real estate investment trust that focuses on investing in and owning triple-net leased industrial and commercial real estate properties and selectively making long-term mortgage loans. Additional information can be found at www.GladstoneCommercial.com.
For further information contact Investor Relations at 703-287-5835.
This press release may include statements that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements with regard to the future performance of the Company. Words such as “believes,” “expects,” “estimates,” “estimated,” “projects” and “future” or similar expressions are intended to identify forward-looking statements. These forward-looking statements inherently involve certain risks and uncertainties, although they are based on the Company’s current plans that are believed to be reasonable as of the date of this press release. Factors that may cause the Company’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements include, among others, those factors listed under the caption “Risk factors” of the Company’s Form 10-K for the fiscal year ended December 31, 2006, as filed with the Securities and Exchange Commission (“SEC”) on February 27, 2007, and the Company’s Form 10-Q for the quarter ended March 31, 2007, as filed with the SEC on May 1, 2007. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.