Attached files

file filename
EX-3.1 - EX-3.1 - Griffin Capital Essential Asset REIT, Inc.d493034dex31.htm
EX-99.1 - EX-99.1 - Griffin Capital Essential Asset REIT, Inc.d493034dex991.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): February 25, 2013

 

 

Griffin Capital Essential Asset REIT, Inc.

(Exact name of registrant as specified in its charter)

 

 

Commission File Number: 000-54377

 

MD   26-3335705
(State or other jurisdiction of incorporation)   (IRS Employer Identification No.)

2121 Rosecrans Avenue, Suite 3321 El Segundo, CA 90245

(Address of principal executive offices, including zip code)

3106065900

(Registrant’s telephone number, including area code)

Griffin Capital Net Lease REIT, Inc.

(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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 31, 2013, the board of directors of Griffin Capital Essential Asset REIT, Inc. (the “Registrant”) adopted second articles of amendment to the Registrant’s Third Articles of Amendment and Restatement (the “Charter Amendment”) to change the Registrant’s name from Griffin Capital Net Lease REIT, Inc. to Griffin Capital Essential Asset REIT, Inc. The Charter Amendment was filed with the Maryland State Department of Assessments and Taxation on February 25, 2013.

A copy of the Charter Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

Item 7.01. Regulation FD Disclosure

On February 25, 2013, the Registrant issued a press release disclosing the Registrant’s name change described above in Item 5.03. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein solely for purposes of this Item 7.01 disclosure.

Pursuant to the rules and regulations of the Securities and Exchange Commission, the information in this Item 7.01 disclosure, including Exhibit 99.1 and information set forth therein, is deemed to have been furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits.

 

  3.1    Second Articles of Amendment to the Third Articles of Amendment and Restatement of Griffin Capital Essential Asset REIT, Inc.
99.1    Griffin Capital Essential Asset REIT, Inc. Press Release


Signature(s)

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.

 

      Griffin Capital Essential Asset REIT, Inc.
Date: February 25, 2013     By:  

/s/ Joseph E. Miller

      Joseph E. Miller
      Chief Financial Officer and Treasurer