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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 
August 12, 2003
Date of Report (Date of earliest event reported):

COMMERCIAL NET LEASE REALTY, INC.
(Exact Name of Registrant as specified in its Charter)

         
Maryland
   0-12989
  56-1431377
(State or Other Jurisdiction of   (Commission File Number)   (IRS Employer Identification Number)
Incorporation or Organization)        
 
450 South Orange Avenue
Suite 900
Orlando, Florida 32801
(Address of principal executive offices, including zip code)
 
(407) 650-1000
(Registrant’s telephone number, including area code)

 

 

Item 1. Changes in Control of Registrant.

       Not Applicable.

Item 2. Acquisition or Disposition of Assets.

       Not Applicable.

Item 3. Bankruptcy or Receivership.

       Not Applicable.

Item 4. Changes in Registrant’s Certifying Accountant.

       Not Applicable.

Item 5. Other Events

     Concurrently with the filing of this Current Report on Form 8-K, the Registrant filed a Prospectus Supplement to the Registration Statement on Form S-3, File No. 333-105635 (the “Registration Statement”), with respect to the offering by the Registrant of 10,000 shares of the Registrant’s 6.70% Series B Cumulative Convertible Perpetual Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”). The Registration Statement was declared effective by the Securities and Exchange Commission on June 5, 2003.

Item 6. Resignation of Registrant’s Directors.

       Not Applicable.

Item 7. Financial Statements and Exhibits.

       (a)-(b) Not Applicable.
 
       (c)       Exhibits.
     
Exhibit No.   Description
 
1   Form of Placement Agent Agreement, which is being filed pursuant to Regulation S-K, Item 601(b)(1) in lieu of filing the otherwise required exhibit to the Registration Statement, under the Securities Act of 1933, as amended (the “Securities Act”), and which, since this Form 8-K filing is incorporated by reference in such Registration Statement, is set forth in full in such Registration Statement (Filed herewith).
     
4.1   First Amended and Restated Articles of Incorporation (filed as Exhibit 3.1 to the Registrant’s Registration Statement on Form S-3 (File No. 333-64511) and incorporated herein by reference).
     
4.2   Articles Supplementary relating to the Series B Preferred Stock (filed as Exhibit 3 to the Registrant’s Form 8-A filed on August 13, 2003 and incorporated herein by reference).

 

 

     
4.3   Form of Investment Agreement relating to the Series B Preferred Stock (filed as Exhibit 2 to the Registrant’s Form 8-A filed on August 13, 2003 and incorporated herein by reference).
     
4.4   Specimen Certificate for the Series B Preferred Stock (filed as Exhibit 4 to the Registrant’s Form 8-A filed on August 13, 2003 and incorporated herein by reference).
     
5   Opinion of Shaw Pittman LLP, which is being filed pursuant to Regulation S-K, Item 601(b)(5) in lieu of filing the otherwise required exhibit to the Registration Statement under the Securities Act, and which, since this Form 8-K filing is incorporated by reference in such Registration Statement, is set forth in full in such Registration Statement (Filed herewith).
     
8   Opinion of Shaw Pittman LLP, which is being filed pursuant to Regulation S-K, Item 601(b)(8) in lieu of filing the otherwise required exhibit to the Registration Statement under the Securities Act, and which, since this Form 8-K filing is incorporated by reference in such Registration Statement, is set forth in full in such Registration Statement (Filed herewith).
     
12   Statement of Computation of Ratios of Earnings to Fixed Charges and Preferred Stock Dividends, which is being filed pursuant to Regulation S-K, Item 601(b)(12) in lieu of filing the otherwise required exhibit to the Registration Statement under the Securities Act, and which, since this Form 8-K is incorporated by reference in such Registration Statement, is set forth in full in such Registration Statement (Filed herewith).
     
23.1   Consents of Shaw Pittman LLP, which are being filed pursuant to Regulation S-K, Item 601(b)(23) in lieu of filing the otherwise required exhibit to the Registration Statement under the Securities Act, and which, since this Form 8-K filing is incorporated by reference in such Registration Statement, is set forth in full in such Registration Statement (contained in the opinions filed as Exhibits 5 and 8 hereto).
     
23.2   Consent of KPMG LLP, which is being filed pursuant to Regulation S-K, Item 601(b)(23) in lieu of filing the otherwise required exhibit to the Registration Statement under the Securities Act, and which, since this Form 8-K filing is incorporated by reference in such Registration Statement, is set forth in full in such Registration Statement (Filed herewith).

Item 8. Change in Fiscal Year.

       Not Applicable.

Item 9. Regulation FD Disclosure.

       Not Applicable.

Item 10. Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

       Not Applicable.

Item 11. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

       Not Applicable.

 

 

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

         
    COMMERCIAL NET LEASE REALTY, INC.
         
         
Date: August 12, 2003   By:   /s/ Kevin B. Habicht
       
        Kevin B. Habicht
        Chief Financial Officer

 

 

EXHIBITS

     
Exhibit No.   Document
 
1   Form of Placement Agent Agreement, which is being filed pursuant to Regulation S-K, Item 601(b)(1) in lieu of filing the otherwise required exhibit to the Registration Statement, under the Securities Act of 1933, as amended (the “Securities Act”), and which, since this Form 8-K filing is incorporated by reference in such Registration Statement, is set forth in full in such Registration Statement (Filed herewith).
     
4.1   First Amended and Restated Articles of Incorporation (filed as Exhibit 3.1 to the Registrant’s Registration Statement on Form S-3 (File No. 333-64511) and incorporated herein by reference).
     
4.2   Articles Supplementary, relating to the Series B Preferred Stock (filed as Exhibit 3 to the Registrant’s Form 8-A filed on August 13, 2003 and incorporated herein by reference).
     
4.3   Form of Investment Agreement relating to the Series B Preferred Stock (filed as Exhibit 2 to the Registrant’s Form 8-A filed on August 13, 2003 and incorporated herein by reference).
     
4.4   Specimen Certificate for the Series B Preferred Stock (filed as Exhibit 4 to the Registrant’s Form 8-A filed on August 13, 2003 and incorporated herein by reference).
     
5   Opinion of Shaw Pittman LLP, which is being filed pursuant to Regulation S-K, Item 601(b)(5) in lieu of filing the otherwise required exhibit to the Registration Statement under the Securities Act, and which, since this Form 8-K filing is incorporated by reference in such Registration Statement, is set forth in full in such Registration Statement (Filed herewith).
     
8   Opinion of Shaw Pittman LLP, which is being filed pursuant to Regulation S-K, Item 601(b)(8) in lieu of filing the otherwise required exhibit to the Registration Statement under the Securities Act, and which, since this Form 8-K filing is incorporated by reference in such Registration Statement, is set forth in full in such Registration Statement (Filed herewith).
     
12   Statement of Computation of Ratios of Earnings to Fixed Charges and Preferred Stock Dividends, which is being filed pursuant to Regulation S-K, Item 601(b)(12) in lieu of filing the otherwise required exhibit to the Registration Statement under the Securities Act, and which, since this Form 8-K is incorporated by reference in such Registration Statement, is set forth in full in such Registration Statement (Filed herewith).
     
23.1   Consents of Shaw Pittman LLP, which are being filed pursuant to Regulation S-K, Item 601(b)(23) in lieu of filing the otherwise required exhibit to the Registration Statement under the Securities Act, and which, since this Form 8-K filing is incorporated by reference in such Registration Statement, is set forth in full in such Registration Statement (contained in the opinions filed as Exhibits 5 and 8 hereto).
     
23.2   Consent of KPMG LLP, which is being filed pursuant to Regulation S-K, Item 601(b)(23) in lieu of filing the otherwise required exhibit to the Registration Statement under the Securities Act, and which, since this Form 8-K filing is incorporated by reference in such Registration Statement, is set forth in full in such Registration Statement (Filed herewith).