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):
September 5, 2012
DCT INDUSTRIAL TRUST INC.
(Exact Name of Registrant as Specified in Charter)
| Maryland | 001-33201 | 82-0538520 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 518 17th Street, Suite 800 Denver, CO |
80202 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (303) 597-2400
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 Instructions A.2.):
| ¨ | 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 8.01. Other Events.
On September 5, 2012, DCT Industrial Trust Inc. (the “Company”) (NYSE: DCT) and the Company’s operating partnership, DCT Industrial Operating Partnership LP, of which the Company is the sole general partner, entered into a purchase agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, as representatives of the several underwriters named in Schedule A thereto (the “Purchase Agreement”). Pursuant to the terms and conditions of the Purchase Agreement, the Company agreed to sell 16,500,000 shares of common stock, par value $0.01 per share, at a per share purchase price to the public of $6.20. Pursuant to the Purchase Agreement, the Company granted the underwriters an option to purchase up to 2,475,000 additional shares of common stock within 30 days after the offering. The common stock is being offered and sold pursuant to a prospectus supplement, dated September 5, 2012 and related prospectus, dated March 23, 2010, relating to the Company’s shelf registration statement on Form S-3 (File No. 333-165623). The offering is scheduled to close on September 10, 2012, subject to specified closing conditions. A copy of the Purchase Agreement is attached hereto as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
In connection with the filing of the Purchase Agreement, we are filing as Exhibit 5.1 hereto an opinion of our counsel, Goodwin Procter LLP, regarding the legality of the securities being registered.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
The following exhibits are filed with this report:
| Exhibit |
Description of Exhibits | |
| +1.1 | Purchase Agreement, dated September 5, 2012, by and among DCT Industrial Trust Inc., DCT Industrial Operating Partnership LP, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, as representatives of the several underwriters named in Schedule A thereto. | |
| +5.1 | Opinion of Goodwin Procter LLP as to the legality of the securities being registered. | |
| +23.1 | Consent of Goodwin Procter LLP (contained in its opinion filed as Exhibit 5.1 and incorporated herein by reference). | |
| + | Filed herewith. |
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.
| DCT INDUSTRIAL TRUST INC. | ||
| By: | /s/ John G. Spiegleman | |
| Name: | John G. Spiegleman | |
| Title: | Executive Vice President and General Counsel | |
Date: September 6, 2012
3
EXHIBIT INDEX
| Exhibit |
Description of Exhibits | |
| +1.1 | Purchase Agreement, dated September 5, 2012, by and among DCT Industrial Trust Inc., DCT Industrial Operating Partnership LP, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, as representatives of the several underwriters named in Schedule A thereto. | |
| +5.1 | Opinion of Goodwin Procter LLP as to the legality of the securities being registered. | |
| +23.1 | Consent of Goodwin Procter LLP (contained in its opinion filed as Exhibit 5.1 and incorporated herein by reference). | |
| + | Filed herewith. |