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As filed with the Securities and Exchange Commission on July 12, 2006
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
GLADSTONE COMMERCIAL CORPORATION
(Name of Subject Company—Issuer and Filing Person—Offeror)
OPTIONS TO PURCHASE COMMON STOCK,
PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
376536 10 8
(CUSIP Number of Class of Securities)
DAVID GLADSTONE
CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD
GLADSTONE COMMERCIAL CORPORATION.
1521 WESTBRANCH DRIVE, SUITE 200
MCLEAN, VIRGINIA 22102
TELEPHONE: (703) 287-5800
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of Filing Person)
Copies to:
DARREN K. DESTEFANO
COOLEY GODWARD LLP
ONE FREEDOM SQUARE
RESTON TOWN CENTER
11951 FREEDOM DRIVE
RESTON, VIRGINIA 20190
TELEPHONE: (703) 456-8000
CALCULATION OF FILING FEE
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| TRANSACTION VALUATION*
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AMOUNT OF FILING FEE** |
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| $1,012,973.00
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$108.39 |
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Calculated solely for purposes of determining the filing fee. This amount assumes that options
to purchase 771,028 shares of Common Stock of Gladstone Commercial Corporation having an
aggregate value of $1,012,973.00 as of July 7, 2006 will be amended pursuant to this offer. The
aggregate value of such options was calculated based on the Black-Scholes option pricing model.
The number of shares subject to options, the aggregate value of the options and the filing fee
are based on the number of shares issuable upon exercise of outstanding options on July 11, 2006. |
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| ** |
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$107.00 per million dollars of the transaction value, pursuant to the Securities Exchange Act
of 1934, as amended. |
£ CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE 0-11(a)(2)
AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY PAID. IDENTIFY THE PREVIOUS
FILING BY REGISTRATION STATEMENT NUMBER, OR THE FORM OR SCHEDULE AND THE DATE OF ITS FILING.
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AMOUNT PREVIOUSLY PAID:
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Not applicable
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FILING PARTY: Not applicable. |
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FORM OR REGISTRATION NO.:
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Not applicable
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DATE FILED: Not applicable. |
£ CHECK THE BOX IF THE FILING RELATES SOLELY TO PRELIMINARY COMMUNICATIONS MADE BEFORE THE
COMMENCEMENT OF A TENDER OFFER.
CHECK THE APPROPRIATE BOXES BELOW TO DESIGNATE ANY TRANSACTIONS TO WHICH THE STATEMENT RELATES:
£ Third-party tender offer subject to Rule 14d-1.
R Issuer tender offer subject to Rule 13e-4.
£ Going-private transaction subject to Rule 13e-3.
£ Amendment to Schedule 13D under Rule 13d-2.
CHECK THE FOLLOWING BOX IF THE FILING IS A FINAL AMENDMENT REPORTING THE RESULTS OF THE
TENDER OFFER: £
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the Offer to Amend Options, dated July 12, 2006 (the “Offer to
Amend Options”), attached hereto as Exhibit 99.(a)(1)(A), and the Summary of Terms of the
Offer to Amend Options (the “Summary of Terms”), attached hereto as Exhibit 99.(a)(1)(c),
and incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) Name and Address. The name of the issuer is Gladstone Commercial Corporation, a
Maryland corporation (the “Company”), the address of its principal executive office is 1521
Westbranch Drive, Suite 200, McLean, Virginia 22102 and the telephone number of its
principal executive office is (703) 287-5800. The information set forth in the Offer to
Amend Options under Section 14 (“Information About Gladstone Commercial Corporation”) is
incorporated herein by reference.
(b) Securities. This Tender Offer Statement on Schedule TO relates to an offer by the
Company to amend the terms of all outstanding stock options (the “Options”) currently
outstanding under the Company’s 2003 Equity Incentive Plan, as amended (the “Stock Option
Plan”), to accelerate the expiration date of the Options to December 31, 2006, upon the
terms and subject to the conditions set forth in the Offer to Amend Options. The number of
shares of Common Stock subject to the Options is 771,028, as set forth in detail in the
Offer to Amend Options under Section 1 (“Amendment of Options; Expiration Date”), Section 8
(“Terms of 2003 Equity Incentive Plan; Options for Liquidity”), and the information set
forth in the Summary of Terms, all of which are incorporated herein by reference.
(c) Trading Market and Price. The information set forth in the Offer to Amend Options under
Section 7 (“Price Range of Common Stock”) is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF THE FILING PERSON.
(a) Name and Address. The information set forth under Item 2(a) above is incorporated
herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) Material Terms. The information set forth in the Offer to Amend Options under Section 1
(“Amendment of Options; Expiration Date”), Section 3 (“Procedures”), Section 4 (“Change in
Election”), Section 5 (“Acceptance of Options for Amendment”), Section 6 (“Conditions of
the Offer”), Section 8 (“Terms of 2003 Equity Incentive Plan; Options for Liquidity”),
Section 9 (“Accounting Consequences of the Offer”), Section 10 (“Legal Matters; Regulatory
Approvals”), Section 11 (“Material U.S. Federal Income Tax Consequences”), Section 12
(“Extension of Offer; Termination; Amendment”) and the information set forth in the Summary
of Terms is incorporated herein by reference.
(b) Purchases. The information set forth in the Offer to Amend Options under Section 1
(“Amendment of Options; Expiration Date”) is incorporated herein by reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(e) Agreements Involving the Subject Company’s Securities. The information set forth in the
Offer to Amend Options under Section 8 (“Terms of 2003 Equity Incentive Plan; Options for
Liquidity”) is incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) Purposes. The information set forth in the Offer to Amend Options under Section 2
(“Purpose of the Offer”) is incorporated herein by reference.
(b) Use of Securities Acquired. The information set forth in the Offer to Amend Options
under Section 5 (“Acceptance of Options for Amendment”) and Section 9 (“Accounting
Consequences of the Offer”) is incorporated herein by reference.
(c) Plans. The information set forth in the Offer to Amend Options under Section 2
(“Purpose of the Offer”), Section 8 (“Terms of 2003 Equity Incentive Plan; Options for
Liquidity”), Section 15 (“Risk Factors”) and the information set forth
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in the Summary of Terms is incorporated herein by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) Source of Funds. Not applicable.
(b) Conditions. The information set forth in the Offer to Amend Options under Section 6
(“Conditions of the Offer”) is incorporated herein by reference.
(d) Borrowed Funds. Not applicable.
ITEM 8. INTEREST IN THE SECURITIES OF THE SUBJECT COMPANY.
(a) Securities Ownership. Not applicable.
(b) Securities Transactions. The information set forth in the Offer to Amend Options under
Section 8 (“Terms of 2003 Equity Incentive Plan; Options for Liquidity”) is incorporated
herein by reference.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
Not applicable.
ITEM 10. FINANCIAL STATEMENTS.
(a) Financial Information. Item 8 (“Financial Statements and Supplementary Data”) of Part
II of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005
(filed on February 28, 2006) and Item 1 (“Financial Statements (Unaudited)”) of Part I of
the Company’s Quarterly Reports on Form 10-Q for the quarterly period ended March 31, 2006
(filed May 2, 2006) are incorporated herein by reference. The information set forth in the
Offer to Amend Options under Section 14 (“Information About Gladstone Commercial
Corporation”) and Section 16 (“Additional Information”) is incorporated herein by
reference.
(b) Pro Forma Financial Information. Not applicable.
ITEM 11. ADDITIONAL INFORMATION.
(a) Agreements, Regulatory Requirements and Legal Proceedings. The information set forth in
the Offer to Amend Options under Section 10 (“Legal Matters; Regulatory Approvals”) is
incorporated herein by reference.
(b) Other Material Information. The entire text of the Offer to Amend Options and the
related Electronic Letter of Transmittal are incorporated herein by reference.
ITEM 12. EXHIBITS.
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| EXHIBIT |
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| NUMBER |
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DESCRIPTION |
99.(a)(1)(A)
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Offer to Amend Options, dated July 12, 2006. |
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99.(a)(1)(B)
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Form of Electronic Letter of Transmittal. |
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99.(a)(1)(C)
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Summary of Terms of Offer to Amend Options. |
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99.(a)(1)(D)
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Form of Election Form. |
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99.(a)(1)(E)
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Form of Notice of Change in Election from Accept to Reject. |
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99.(a)(1)(F)
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Form of Notice of Change in Election from Reject to Accept. |
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| EXHIBIT |
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| NUMBER |
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DESCRIPTION |
99.(a)(1)(G)
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Form of Confirmation of Amendment of Options. |
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99.(a)(1)(H)
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Form of Electronic Communication — Reminder. |
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99.(a)(1)(I)
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Press Release, dated July 12, 2006, entitled “Gladstone
Commercial Corporation Announces Offer to Amend Stock
Options.” |
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99.(a)(1)(J)
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Gladstone Commercial Corporation Annual Report on Form
10-K for its fiscal year ended December 31, 2005, filed
with the Securities and Exchange Commission on February
28, 2006 and incorporated herein by reference. |
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99.(a)(1)(K)
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Gladstone Commercial Corporation Quarterly Report on Form
10-Q for the quarterly period ended March 31, 2006, filed
with the Securities and Exchange Commission on May 2,
2006, and incorporated herein by reference. |
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99.(a)(1)(L)
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Gladstone Commercial Corporation Current Report on Form
8-K dated January 18, 2006, filed with the Securities and
Exchange Commission on January 19, 2006, and incorporated
herein by reference. |
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99.(a)(1)(M)
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Gladstone Commercial Corporation Current Report on Form
8-K dated January 26, 2006, filed with the Securities and
Exchange Commission on February 1, 2006, and incorporated
herein by reference. |
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99.(a)(1)(N)
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Gladstone Commercial Corporation Current Report on Form
8-K dated February 21, 2006, filed with the Securities and
Exchange Commission on December 16, 2005, and amended on
February 24, 2006, and incorporated herein by reference. |
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99.(a)(1)(O)
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Gladstone Commercial Corporation Current Report on Form
8-K dated March 17, 2006, filed with the Securities and
Exchange Commission on March 22, 2006, and incorporated
herein by reference. |
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99.(a)(1)(P)
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Gladstone Commercial Corporation Current Report on Form
8-K dated June 29, 2006, filed with the Securities and
Exchange Commission on June 30, 2006, and incorporated
herein by reference. |
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99.(a)(1)(Q)
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Definitive Schedule 14A relating to the Gladstone
Commercial Corporation 2006 Annual Meeting of Stockholders
held on May 24, 2006, filed with the Securities and
Exchange Commission on March 24, 2006, and incorporated
herein by reference. |
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99.(b)
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Not applicable. |
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99.(d)(1)
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2003 Equity Incentive Plan, as amended, filed with the
Securities and Exchange Commission as an exhibit to
Amendment No. 1 to the Company’s Registration Statement on
Form S-11 (333-106024) filed on July 22, 2003, and
incorporated herein by reference. |
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99.(d)(2)
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Amendment No. 2 to the 2003 Equity Incentive Plan, as
amended, filed with the Securities and Exchange Commission
as an exhibit to the Company’s Form 10-K (File No.
000-50363) filed on March 8, 2005, and incorporated herein
by reference. |
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99.(g)
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Not applicable. |
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99.(h)
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Not applicable. |
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated: July 12, 2006
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GLADSTONE COMMERCIAL CORPORATION |
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By:
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/s/ David Gladstone
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Name: David Gladstone
Title: Chief Executive Officer and Chairman of the Board |
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