form8k.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
23, 2008
___________
BROADPOINT
SECURITIES GROUP, INC.
(Exact
name of registrant as specified in its charter)
___________
New
York
(State
or other jurisdiction of incorporation)
0-14140
(Commission
File Number)
22-2655804
(IRS
Employer Identification No.)
One
Penn Plaza
New
York, New York
(Address
of Principal Executive Offices)
10119
(Zip
Code)
(212) 273-7100
(Registrant’s
telephone number, including area code)
Not
Applicable
(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:
|
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry
into a Material Definitive Agreement.
On June
23, 2008, Broadpoint Securities Group, Inc. (the “Company” or “Tenant”)
entered into a Seventh Amendment of Lease (the “Amendment”), amending the
Agreement of Lease dated March 21,1996, as previously amended, by and between
the Company and One Penn Plaza LLC (“Landlord”), a New York limited liability
company, for the lease of certain property located at One Penn Plaza, New York,
New York (the “Lease”). Pursuant thereto and on certain conditions
specified therein, the parties agree that the term of the Lease for all of the
premises currently leased by the Company on the 41st Floor
and a portion of the premises on the 40th Floor
will expire on October 31, 2008, as provided under existing lease terms, but
that the term of the Company’s lease of the entire 42nd Floor
and the remaining premises on the 40th Floor
shall be extended until March 31, 2021, subject to further renewal as set forth
below. The following is a general summary of the terms of the
Amendment:
The lease
term is set to expire on March 31, 2021, subject to renewal; however, the term
for the 40th floor
premises can be terminated by Tenant prior thereto at any time at the end of a
month on 60 days’ notice and may also be terminated by Landlord, under certain
conditions, on 90 days’ notice. As of November 1, 2008, the
leased premises under the Amendment consist of the entire 42nd floor
(37,191 rentable square feet) and a portion of the 40th floor
(2,916 rentable square feet), with the same rights of access across other
portions of the 40th floor
to Tenant’s 40th floor
premises as Tenant has today.
Under the
Amendment, the fixed annual rent for the 42nd floor
is $68.00 per rentable square foot for the period November 1, 2008 through March
31, 2013, $73.00 per rentable square foot for the period April 1, 2013 through
March 31, 2017, and $78.00 per rentable square foot for the period April 1, 2017
through March 31, 2021; however, subject to certain conditions, no monthly
installments of fixed annual rent for the 42nd floor
are due for the period from November 1, 2008 through March 31,
2009. The fixed annual rent for the premises on the 40th floor
is $60 per rentable square foot from November 1, 2008, through March 31, 2013
with rent increases thereafter. In addition, commencing on
November 1, 2008, Tenant must pay its pro rata share of increases in Operating
Expenses above a 2009 base year and its pro rata share of increases in real
estate taxes over and above a 2008/2009 base year.
Landlord
will perform certain base building work, and will also provide a cash
contribution of up to $1,699,488.00 towards Tenant’s improvements. At
Tenant’s election, and pursuant to certain conditions, Tenant may elect to
convert a portion of such cash contribution (up to $1,000,000) to a
rent credit equal to 90% of the amount so converted.
Tenant
may, with the Landlord’s consent, which consent shall not be unreasonably
withheld or delayed, assign the Lease or sublease all or any portion of the
leased premises for all or a portion of the remaining lease term so long as
Tenant first offers Landlord the right to recapture the space. Any
profits earned by Tenant through subleasing and assignment of all or any portion
of its leased premises must be shared 50/50 between Tenant and
Landlord. Tenant may grant to its subtenants and assignees the same
subleasing and assignment rights to further sublease the leased premises or to
assign the lease as Tenant has under the Lease. In addition,
Tenant has option rights to lease certain additional space on the 41st and
43rd
floors as such space becomes available, at fair market rental value, provided
there remains (at the time the term for the option space would commence) at
least five years before the expiration of Tenant’s term. Tenant must
exercise such option rights at least one year prior to the expiration of the
lease then in effect for the relevant option space, or sooner if Landlord
exercises its rights to accelerate the delivery date of the option space due to
the option space’s becoming available sooner.
Subject
to certain conditions, such as an 80% occupancy test, Tenant may renew the Lease
for one five-year term, upon at least twelve months’ prior written notice to
Landlord, at a fixed annual rent equal to the greater of 100% of fair market
rental value, taking into account all relevant factors, and Tenant’s fixed
annual rent on March 31, 2021. If Tenant elects to renew, Tenant must
renew for the entire premises or (subject to certain conditions) for at least
80% of the premises (which 80% must include the entire 42nd
floor).
The
foregoing description of the Amendment is qualified in its entirety by reference
to the Amendment dated June 23, 2008 executed by and between the Company and
Landlord, which is included with this Current Report on Form 8-K as Exhibit
10.1.
In
connection with the execution and delivery of the Amendment, the Company is
required to provide to Landlord a security deposit in the amount of
$2,107,490.00, either as cash or a letter of credit, to secure the performance
of the Company’s obligations under the Lease. Under certain
conditions, the Company is entitled to reduce the security deposit to
$1,208,707.50 on April 1, 2014. The Company has arranged for an
irrevocable standby letter of credit in favor of Landlord in the amount of
$2,107,490.00 to be issued by the Bank of New York (“Letter of Credit”), a copy
of which is included with this Current Report on Form 8-K as Exhibit
10.2.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits.
10.1 -
Seventh Amendment of Lease.
10.2 -
Letter of Credit
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 hereunto duly authorized.
BROADPOINT SECURITIES
GROUP, INC.
By: /s/ Robert I.
Turner
Name: Robert I.
Turner
Title: Chief
Financial Officer
Dated:
June 25, 2008