Attached files

file filename
EX-99.3 - EXHIBIT 99.3 - Gyrodyne, LLCex_117190.htm
EX-99.2 - EXHIBIT 99.2 - Gyrodyne, LLCex_117188.htm
EX-99.1 - EXHIBIT 99.1 - Gyrodyne, LLCex_117187.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):  June 29, 2018

__________________

 

 

GYRODYNE, LLC

 

___________________

 

 (Exact name of Registrant as Specified in its Charter)

 

New York

 

001-37547

 

46-3838291

(State or other jurisdiction

 

(Commission File

 

(I.R.S. Employer

of incorporation)

 

Number)

 

Identification No.)

 

 

ONE 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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company  ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

 

Item 7.01.    Regulation FD Disclosure

 

Gary Fitlin, President and Chief Executive Officer of Gyrodyne, LLC (the “Company”), presented remarks at the Company’s 2018 Annual Shareholders Meeting held on June 29, 2018 (the “2018 Annual Meeting“).  The text of Mr. Fitlin’s remarks is attached hereto as Exhibit 99.1, which is incorporated herein by reference.

 

The Company is including reconciliations of certain non-GAAP financial measures to the related GAAP financial measures. The reconciliations are attached hereto as Exhibit 99.2 and incorporated herein by reference.

 

Also at the 2018 Annual Shareholders Meeting, Peter Pitsiokos, the Company’s Executive Vice-President and Chief Operating Officer, gave a presentation relating to the Company’s efforts to secure entitlements. The presentation slides from Mr. Pitsiokos’ presentation are attached hereto as Exhibit 99.3 and are incorporated herein by reference.

 

The information furnished pursuant to this Item 7.01, including Exhibits 99.1, 99.2 and 99.3 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934.

 

Item 9.01. Financial Statements and Exhibits.

 

 

(d)

Exhibits:

 

 

99.1

CEO Remarks.

 

99.2

Non-GAAP Financial Measures Reconciliation.

 

99.3

COO Presentation Slides.

 

Forward-Looking Statement Safe Harbor

 

The statements made in this report that are not historical facts constitute "forward-looking information" within the meaning of the Private Securities Litigation Reform Act of 1995, and Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, both as amended, which can be identified by the use of forward-looking terminology such as "may," "will," "anticipates," "expects," "projects," "estimates," "believes," "seeks," "could," "should," or "continue," the negative thereof, other variations or comparable terminology as well as statements regarding the evaluation of strategic alternatives. Important factors, including certain risks and uncertainties, with respect to such forward-looking statements that could cause actual results to differ materially from those reflected in such forward-looking statements include, but are not limited to, risks and uncertainties relating to the plan of liquidation, the risk that the proceeds from the sale of Gyrodyne, LLC's assets may be substantially below Gyrodyne, LLC's estimates, the risk that the proceeds from the sale of our assets may not be sufficient to satisfy Gyrodyne, LLC's obligations to its current and future creditors, and other unforeseeable expenses related to the proposed liquidation, the tax treatment of condemnation proceeds, the effect of economic and business conditions, including risks inherent in the real estate markets of Suffolk and Westchester Counties in New York, risks and uncertainties relating to developing Gyrodyne, LLC's undeveloped property in St. James, New York and other risks detailed from time to time in Gyrodyne, LLC's SEC reports.

 

 

 

 

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, thereunto duly authorized.

 

 

 

GYRODYNE, LLC

 

 

 

 

 

 

By:

/s/ Gary Fitlin

 

 

Gary Fitlin

 

 

President and Chief Executive Officer

 

 Date:  June 29, 2018