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):
October
31, 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:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
1.01. Entry into a Material
Definitive Agreement.
On
October 31, 2008, Broadpoint Securities Group, Inc. (the “Company”) entered into
an Office Lease (the “Lease”), by and between the Company and Kato International
LLC (“Landlord”), a Delaware limited liability company, for the lease of 16,000
rental square feet consisting of the 31st floor
(the “Leased Premises”) of 12 East 49th Street,
New York, New York 10017 (the “Building”). The following is a general
summary of the terms of the Lease:
The term
of the Lease is for a term of ten years and two months, commencing on November
1, 2008 (the “Commencement Date”); however, the obligation to pay rent does not
commence until January 14, 2009. The Company has a one time right of
early termination as of December 31, 2013, upon the payment of a $900,000 early
termination fee and notice provided to the Landlord not less than fifteen (15)
months prior to December 31, 2013.
Under the
Lease, the Company shall be responsible for the payment of base rent (the “Base
Rent”), beginning at $1,232,000.00 per annum ($77.00 per rentable square foot).
The Base Rent will subsequently be adjusted to $1,296,000.00 per annum ($81.00
per rentable square foot) as of the 30th month
anniversary date of the Commencement Date, and then, to $1,384,000.00 per annum
($86.50 per rentable square foot) as of the 60th month
anniversary date of the Commencement Date. The Company shall also be responsible
for the payment, as additional rent, of, among other things, the Company’s pro
rata share of the increase in operating expenses, including taxes, of the
Building above the 2009 base year. The Landlord is not performing any work on
behalf of the Company. The Company is renting the Premises “AS
IS”. The prior tenant left behind furniture and equipment which were
purchased by the Company.
The
Company may, with the Landlord’s consent, which consent shall not be
unreasonably withheld or delayed, assign the Lease or sublease the Premises
provided the Company first offers Landlord the right to either recapture the
space or to sublease the space. Any profits earned by the Company
through subleasing and assignment of all or any portion of its leased premises
must be shared 50/50 between the Company and Landlord.
Until
September 30, 2012, Landlord will endeavor to provide notice to the Company if
any full floor above the 24th floor
becomes available for leasing. However, the Company has no option, right of
first refusal or other right as to same. The Lease provides notice
that the 36th floor
will be available May 20, 2012 provided the tenant who currently occupies that
space fails or declines to exercise its expansion option in its
lease.
The
foregoing description of the Lease is qualified in its entirety by reference to
the Lease dated October 31, 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 Lease, the Company is required to provide to Landlord a security
deposit in the amount of $1,324,000.00 in the form of an irrevocable letter of
credit. Under certain conditions, the Company has the right to reduce the
security deposit by $220,666.67 on each of July 1, 2010, January 1, 2012 and
July 1, 2013, but in no event shall the security deposit be reduced below
$662,000.00. The Company has arranged for such a letter of credit in favor of
Landlord in the amount of $1,324,000,000 to be issued by The Bank of New York
Mellon, 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 -
Office Lease Tower 49
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:
November 6, 2008