Feldman Mall Properties, Inc. - Current report filing (8-K)
06 Mai 2008 - 8:38PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): May 5, 2008
Feldman Mall Properties, Inc.
(Exact name of registrant as specified in its charter)
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Maryland
(State or other jurisdiction of
incorporation)
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001-32365
(Commission File
Number)
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13-4284187
(IRS Employer
Identification Number)
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1010 Northern Boulevard, Suite 314
Great Neck, NY
(Address of principal executive offices)
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11021
(Zip Code)
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Registrants telephone number, including area code: 516-684-1239
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 (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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.
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Entry into a Material Definitive Agreement.
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On May 5, 2008, Feldman Mall Properties, Inc. (the Company) issued a joint press release
with James W. Sight announcing that it had entered into a settlement agreement (the Agreement)
with Mr. Sight under which, among other things, Mr. Sight has agreed to irrevocably withdraw his
nomination of a slate of candidates for election to the Companys Board of Directors (the Board)
at the Companys 2008 annual meeting of stockholders (the Annual Meeting) and to vote his shares
in favor of all of the Boards director nominees at the Annual Meeting. As part of the Agreement,
the Company has agreed that it will nominate Mr. Sight for election as a director at the Annual
meeting.
The Agreement also contains mutual releases by the parties to the Agreement and a standstill
provision which provides that for during the period commencing on the date of the Agreement and
ending on the date that is 150 days before the first anniversary of the date of the proxy statement
mailed to the Companys stockholders in connection with the Annual Meeting, Mr. Sight will not,
among other things, engage or participate, directly or indirectly, in any solicitation of proxies
or consents, advise, encourage or influence any person with respect to the voting of its shares of
common stock at the Annual Meeting or any other meeting of the Companys stockholders that occurs
prior to the termination of the Agreement, nominate or propose any person for election to the
Board, or act, alone or in concert with others, to control or influence the management, the Board
or policies of the Company, without the prior written consent of the Board, subject to express
qualification that nothing in the standstill provision prohibits Mr. Sight from soliciting proxies
or taking other actions in connection with the Companys 2009 annual meeting of stockholders or
from acting in his capacity as a director of the Company and consistent with his fiduciary duties
thereof, subject to certain conditions.
The foregoing is a summary of the terms of the Agreement. Such summary does not purport to be
complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of
which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
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On May 5, 2008, the Company issued a press release announcing that the Board has elected Wendy
Luscombe to serve as a director of the Company effective May 12, 2008. Ms. Luscombe fills the
vacancy created by James C. Bourg who did not stand for re-election as a director at the Companys
2007 annual meeting of stockholders. It is expected that on May 12, 2008, Ms. Luscombe will become
a member of the Audit Committee, the Compensation Committee and the Nominating and Corporate
Governance Committee of the Company. Ms. Luscombe will be standing for election as a director
at the Annual Meeting. A copy of the press release is attached hereto as Exhibit 99.2 and is
incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit No.
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Description
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10.1
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Settlement Agreement, by and between Feldman Mall Properties,
Inc. and James W. Sight, dated May 5, 2008.
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99.1
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Joint press release of Feldman Mall Properties, Inc. and James W.
Sight, dated May 5, 2008.
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99.2
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Press release of Feldman Mall Properties, Inc., dated May 5, 2008.
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SIGNATURES
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.
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FELDMAN MALL PROPERTIES, INC.
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Date: May 6, 2008
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By:
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/s/ Thomas Wirth
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Thomas Wirth
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President and Chief Financial Officer
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3
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