gyrodyne_8k-021909.htm
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 AND EXCHANGE ACT OF 1934
--------------------
Date of
Report (Date of earliest event reported): February 2,
2009
--------------------
GYRODYNE
COMPANY OF AMERICA, INC.
(Exact
name of Registrant as Specified in its Charter)
|
New
York
|
000-01684
|
11-1688021
|
|
(State
or other jurisdiction
|
(Commission
File
|
(I.R.S.
Employer
|
|
of
incorporation)
|
Number)
|
Identification
No.)
|
1
FLOWERFIELD, Suite 24
ST.
JAMES, NEW YORK 11780
(Address
of principal executive
offices)
(Zip Code)
(631)
584-5400
Registrant's
telephone number,
including
area code
N/A
(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 1.01. Entry into a Material Definitive
Agreement.
On
February 2, 2009, Gyrodyne Company of America, Inc. (the “Company”) entered into
a Purchase and Sale Agreement (the “Agreement”) between the Company and Fairfax
Medical Center, LLC (the “Seller”) to acquire the land and buildings comprising
a medical office complex known as the Fairfax Medical Center in Fairfax,
Virginia, located at 10721 Main Street (the “Property”). The Property
consists of approximately 59,000 square feet of rentable space and a current
occupancy rate of 84%. The purchase price per square foot is
approximately $223.05. Other than with respect to the Agreement
itself, there is no material relationship between the Company and the
Seller.
The
purchase price for the Property is $13,160,000, $100,000 of which was paid as a
refundable deposit upon the signing of the Agreement, and the remainder is
required to be paid at closing. The closing is expected to take place
on or about March 31, 2009 but in no event later than April 30, 2009, and is
subject to customary representations and conditions, including the condition
that the Company obtain financing in a principal amount equal to or greater than
59% of the purchase price, or $8 million, in the form of a new loan or, in the
Company’s discretion, assumption and modification of existing debt secured
against the Property. The Agreement is subject to a 45-day inspection
period during which the Company may, at its own expense, arrange for legal,
environmental and/or engineering analyses. The Company may terminate
the Agreement prior to the expiration of the inspection period in the event that
the Seller fails to cure any title or survey objections pursuant to the terms of
the Agreement.
Upon
acquisition, the Company intends to continue to operate the office space
pursuant to existing leases.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
|
Exhibit
No.
|
Description
|
|
99.1
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Press
Release of Gyrodyne Company of America, dated February 19,
2009.
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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.
GYRODYNE
COMPANY OF AMERICA, INC.
By: /s/
Stephen V. Maroney
Stephen
V. Maroney
President,
Chief Executive Officer and Treasurer
Date: February
19, 2009