Attached files
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EX-99.1 - RESTRICTED STOCK AGREEMENT - MPG Office Trust, Inc. | dex991.htm |
EX-99.2 - PRESS RELEASE - MPG Office Trust, Inc. | dex992.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 Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 24, 2010
MPG OFFICE TRUST, INC.
(Exact name of registrant as specified in its charter)
Maryland | 001-31717 | 04-3692625 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
355 South Grand Avenue, Suite 3300 Los Angeles, California |
90071 | |
(Address of principal executive offices) | (Zip Code) |
(Registrants telephone number, including area code)
213-626-3300
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))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement. | ||
Item 7.01 Regulation FD Disclosure. | ||
Item 9.01 Financial Statements and Exhibits. | ||
Signatures | ||
Exhibit 99.1 | Restricted stock agreement, effective as of November 24, 2010, between MPG Office Trust, Inc., MPG Office, L.P. and David L. Weinstein | |
Exhibit 99.2 | Press release dated November 24, 2010 |
Section 1 Registrants Business and Operations
Item 1.01 | Entry into a Material Definitive Agreement. |
On November 24, 2010, pursuant to the employment agreement, effective as of November 21, 2010 (the Effective Date), between MPG Office Trust, Inc., MPG Office, L.P. (together, the Company), and David L. Weinstein and a restricted stock agreement between the Company and Mr. Weinstein (the Restricted Stock Agreement), the Company granted Mr. Weinstein 600,000 shares of restricted common stock. Subject to Mr. Weinsteins continued employment with the Company, 50% of the shares subject to the restricted stock award will vest on each of the first and second anniversaries of the Effective Date. The restricted stock award is subject to full accelerated vesting in the event of a termination of Mr. Weinsteins employment by the Company without cause, by Mr. Weinstein for good reason or due to Mr. Weinsteins death or disability, or upon a change in control of MPG Office Trust, Inc. (each as defined in Mr. Weinsteins employment agreement). The restricted stock award was granted to Mr. Weinstein as an employment inducement award pursuant to New York Stock Exchange rules.
This description is qualified in its entirety by reference to the full text of Mr. Weinsteins Restricted Stock Agreement, filed as Exhibit 99.1 to this report.
Section 7 Regulation FD
Item 7.01 | Regulation FD Disclosure. |
On November 24, 2010, the Company issued a press release, a copy of which is furnished herewith as Exhibit 99.2.
Exhibit 99.2 is being furnished pursuant to Item 7.01 and shall not be deemed filed for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section. The information in this Item 7.01 shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Section 9 Financial Statements and Exhibits
Item 9.01 | Financial Statements and Exhibits. |
(a) | Financial statements of businesses acquired: None. |
(b) | Pro forma financial information: None. |
(c) | Shell company transactions: None. |
(d) | Exhibits: |
The following exhibits are filed or furnished with this Current Report on Form 8-K:
Exhibit No. |
Description | |
99.1* | Restricted stock agreement, effective as of November 24, 2010, between MPG Office Trust, Inc., MPG Office, L.P. and David L. Weinstein | |
99.2** | Press release dated November 24, 2010 |
* | Filed herewith. |
** | Furnished 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.
MPG OFFICE TRUST, INC. Registrant | ||
/s/ |
JONATHAN L. ABRAMS | |
Jonathan L. Abrams | ||
Senior Vice President, General Counsel and Secretary |
Dated: As of November 24, 2010