Filed with the Securities and Exchange Commission on January 11, 2012
Registration File No. 333-_________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
NetREIT, Inc.
(Exact name of Registrant as specified in its charter)
Maryland | 33-0841255 | |
(State of or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
1282 Pacific Oaks Place
Escondido, California 92029
(Address, including zip code, and telephone number, including area code of registrant’s principal executive offices)
Jack K. Heilbron Chief Executive Officer and President 1282 Pacific Oaks Place Escondido, California 92029 (760) 471-8536 | Kathryn Richman, Esq. General Counsel 1282 Pacific Oaks Place Escondido, California 92029 (760) 471-8536 | |
(Name, address, including zip code, and telephone number, including area code, of agent for service) |
Copy to: Bruce J. Rushall, Esq. Rushall & McGeever, APC 6100 Innovation Way Carlsbad, California 92009 (760) 438-6855 |
(Approximate date of commencement of proposed sale to the public): From time to time after the effective date of the Registration Statement as the Registrant may determine.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: þ
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box: ¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box: ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934.
Large accelerated filer ¨ | Accelerated filer ¨ | ||
Non-accelerated filer ¨ | Smaller reporting company þ |
CALCULATION OF REGISTRATION FEE | ||||
Title of Each Class of Securities to be Registered | Amount to be Registered(1) | Proposed Maximum Offering Price Per Share(2) | Proposed Maximum Aggregate Offering Price(2) | Amount of Registration Fee |
Class A Common Stock (0.01 par value) | 1,500,000 | $9.50 | $14,250,000 | $1,633.05 |
(1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “1933 Act”), the shares being registered hereunder include such indeterminate number of shares of common stock as may be issuable with respect to the shares of common stock being registered hereunder as a result of stock splits, stock dividends or similar transactions. |
(2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the 1933 Act based on the estimated highest price. |
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
PROSPECTUS
Subject to Completion: Dated January 11, 2012
PROSPECTUS
NetREIT, Inc.
DIVIDEND REINVESTMENT PLAN
This prospectus is part of the registration statement (the “Registration Statement”) that we filed with the Securities and Exchange Commission, or the Commission, relating to the offer and sale of up to 1,500,000 shares of Class A common stock, $0.01 par value per share (“Common Stock”), of NetREIT, Inc. (“the Company”, “we”, “us” or “our”) registered for purchase under the NetREIT, Inc. Dividend Reinvestment Plan (the “Plan”). When acquiring any Common Stock discussed in this prospectus, you should rely only on the information contained or incorporated by reference in this prospectus or any prospectus supplement relating to this prospectus. We have not authorized any other person to provide you with different information and, if anyone provides you with different or inconsistent information, you should not rely on it.
The Plan provides our stockholders with a convenient method of reinvesting all or a portion of cash dividends or distributions you receive (“dividends”) by purchasing additional shares of our Common Stock. Highlights of the Plan include:
· | Any registered holder or beneficial owner of the Common Stock may elect to participate in the Plan. |
· | Shares may be purchased under the Plan at a price of $9.50 per share or at a price equal to the trading price of our stock on the close of business of the day immediately preceding the date of purchase. |
· | The Plan allows for the full or partial reinvestment of dividends we may pay in the future. |
· | Participation in the Plan is voluntary and you may withdraw from the Plan at any time. |
· | We reserve the right to suspend or terminate the Plan at any time. |
The Common Stock is not traded on any regular exchange or other market and there is no regular market for our Common Stock. There is no assurance that a regular market for the Common Stock will develop in the future.
Investing in our Common Stock involves a high degree of risk. You should carefully consider the risks described under “Risk Factors” in our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q (which descriptions are incorporated by reference herein), as well as the other information contained or incorporated by reference in this prospectus before making a decision to invest in our Common Stock. See “Risk Factors” beginning on page 2 of this prospectus.
This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information appearing in this prospectus or any document incorporated by reference is truthful or complete as of any date other than the date mentioned on the cover page of this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
The date of this Prospectus is January 11, 2012
TABLE OF CONTENTS
Page
COMPANY | 1 | |
RISK FACTORS | 2 | |
FORWARD-LOOKING STATEMENTS | 2 | |
USE OF PROCEEDS | 3 | |
DIVIDEND REINVESTMENT AND DIRECT PURCHASE PLAN | 3 | |
QUESTIONS AND COMMUNICATIONS | 3 | |
DESCRIPTION OF THE PLAN | 3 | |
PLAN OF DISTRIBUTION | 8 | |
LEGAL MATTERS | 8 | |
EXPERTS | 8 | |
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE | 8 | |
WHERE YOU CAN FIND MORE INFORMATION | 9 |
THE COMPANY
We are a Maryland corporation which operates as a self-managed and self-administered real estate investment trust as defined under the Internal Revenue Code (a “REIT”). As a Maryland chartered corporation, we are governed by the Maryland General Corporation Law (the “MGCL”). We contract with CHG Properties, Inc. (“CHG Properties”) to manage the day-to-day operations of our properties. We are a non-traded, publicly owned company registered under the Securities Exchange Act of 1934 (the “1934 Act”). Our principal executive office is located at 1282 Pacific Oaks Place, Escondido, California 92029 and our telephone number is (760) 471-8536. Our website is www.netreit.com. The information on, or that can be accessed through, our website is not incorporated by reference into this prospectus and should not be considered to be a part of this prospectus.
Our investment objective is to create current income and growth for our shareholders. We seek to accomplish this objective by seeking promising financial opportunities to acquire commercial, self-storage, retail, single family residential model homes and multi-unit residential real estate located primarily in the western United States. From January 2005 through September 30, 2011, our equity capitalization has increased from approximately $660,857 to more than $83.6 million and our total assets increased during that period from $4.4 million to approximately $146.9 million. During this period, we increased our investments in real property (our “Properties”) from 2 to 99 Properties. Our portfolio includes interests in nine office complexes (“Office Properties”), five self-storage facilities (“Self-Storage Properties”), one apartment complex and 79 model tract homes (“Model Homes” or (“Model Home Properties”) (together, “Residential Properties”), four retail centers and a single purpose 7-Eleven retail property (together, “Retail Properties”).
We own a 100% fee interest in 15 Properties excluding the model home Properties discussed below. We also own partial interests in 5 Properties through our investments in 4 limited partnerships for which we serve as the General Partner (“GP”) and one limited liability company for which we serve as managing member. Each of these 4 limited partnerships is referred to as a “DownREIT.” In each DownREIT, we have the right, through options and put options, to require our co-investors to exchange their interests for shares of our common stock at a stated price within a definite period, generally 5 years from the date they first invested in the entity’s real property.
In addition, as of September 30, 2011, we own an interest in 48 Model Homes through our majority owned subsidiary, NetREIT Dubose Model Home REIT, Inc. (“NetREIT Dubose”), and interests in an additional 31 Model Homes through investments as majority limited partner in five limited partnerships, Dubose Acquisition Partners II, LTD. (“DAP II”), Dubose Acquisition Partners III, LTD. (“DAP III”), Dubose Model Home Income Fund #3, LTD. (“DMHI Fund #3”), Dubose Model Home Income Fund #4, LTD. (“DMHI Fund #4”) and Dubose Model Home Income Fund #5, LTD. (“DMHI Fund #5”).
In March 2010, we purchased certain assets and rights from Dubose Model Homes USA (“DMHU”), which we refer to as the “DMHU Purchase.” Mr. Larry Dubose was the founder, former president and former principal owner of DMHU. Pursuant to the DMHU Purchase, we were also assigned contracts to provide certain management services to 19 investment limited partnerships sponsored by DMHU and for which past or present DMHU affiliates serve as general partners. We refer to these 19 partnerships as the “Dubose Partnerships.” The Dubose Partnerships include DAP II, DAP III, DMHI Fund #3, DMHI Fund #4 and DMHI Fund #5. These Dubose Partnerships are in the business of providing financing to residential home builders through the purchase and leaseback of Model Home Properties. We hold these Model Home Properties for appreciation and resale. We refer to these activities as our “Model Homes Division” and in July 2010, we formed our wholly owned subsidiary, NetREIT Advisors, LLC (“NetREIT Advisors”), to facilitate our Model Homes Division. Mr. Dubose, Mr. Heilbron and Mr. Elsberry serve as NetREIT Advisors’ CEO, President and CFO, respectively.
Through NetREIT Advisors, we sponsored, organized and made significant investments in NetREIT Dubose. NetREIT Dubose is a proposed private REIT whose primary business is acquiring Model Homes from third party developers in sale and leaseback (“sale-leaseback”) transactions whereby a selling developer sells the model home to NetREIT Dubose and leases back under a triple net lease (“NNN”) the model home for use in marketing its residential development. NetREIT Dubose is currently seeking to raise up to $20 million pursuant to a private placement of its common stock. We are and will continue to be the largest shareholder of NetREIT Dubose for an indeterminate time. Our relationships with NetREIT Dubose expose us to additional risks (see Risk Factors section below).
NetREIT Advisors serves as external advisor to NetREIT Dubose. NetREIT Advisors also provides management services to the 19 Dubose Partnerships, pursuant to contracts DMHU assigned to us in the DMHU Purchase. For these services, NetREIT Advisors receives ongoing management fees and has the right to receive certain other fees when the respective partnership purchases, sells or otherwise disposes of its properties.
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In September 2010, we commenced a tender offer to purchase outstanding limited partnership units of DMHI Fund #3, DMHI Fund #4 and DMHI Fund #5 in exchange for, at the election of each offeree limited partner, shares of our common stock valued at $10.00 per share or cash equal to 80% of the aggregate price of the shares offered. As a result of this tender offer, effective November 30, 2010 we acquired approximately 74% of DMHI Fund #3 for $475,997 in cash and 39,827 shares for a total combined cost of $874,263; approximately 71% of DMHI Fund #4 for $343,074 in cash and 49,132 shares for a total combined cost of $834,394; and approximately 67% of DMHI Fund #5 for $77,822 in cash and 23,931 shares for a total combined cost of $317,136. As a result, the Company is now the controlling partner of each of these partnerships and the financial statements of each have been included in the consolidated financial statements as of December 31, 2010 and September 30, 2011. This includes one month of operations for the year ended December 31, 2010 and nine months of operations for the period ended September 30, 2011.
DMHI Fund #3 and DMHI Fund #4 have investments as limited partners in DAP II and DAP III. As a result of our earlier 51% investment in these two funds, our ownership interests in DAP II and III increased to 75.7% and 83.0%, respectively.
RISK FACTORS
Investing in our Common Stock involves a high degree of risk. You should carefully consider the risks described under the hearing entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2010, which w filed with the Commission on March 31, 2011 (our “2011 10-K”), any updates to such risks described in any subsequently filed Quarterly Reports on Form 10-Q (which descriptions are incorporated by reference herein), as well as the other information contained or incorporated by reference in this prospectus, including our financial statements and related notes, before making a decision to invest in our Common Stock.
If any of the described risks actually occur, our business, financial condition, operating results and prospects could suffer. In any such case, the price at which you might sell your Common Stock, including any trading price of our Common Stock, should one develop, could decline, and you might lose all or part of your investment in our Common Stock. The risks described in this prospectus, and those incorporated by reference in this prospectus, are not the only risks we face. Additional risks that we face and uncertainties not presently known to us or that we currently deem immaterial may also impair our business, financial condition and operating results.
Please also see the section entitled “Where You Can Find More Information” below.
FORWARD-LOOKING STATEMENTS
In addition to historical information, this prospectus and the documents incorporated by reference in this prospectus contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the “1933 Act”) and Section 21E of the 1934 Act, that concern matters that involve risks and uncertainties that could cause our actual results to differ materially from those projected in or implied by the forward-looking statements. The forward-looking statements are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this prospectus or the documents incorporated by reference into this prospectus, including statements regarding future events, our future financial performance, our future business strategy and the plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by words like “may,” “will,” “should,” “could,” “believes,” “intends,” “expects,” “anticipates,” “plans,” “estimates,” “predicts,” “potential,” “continue” and similar expressions.
The forward-looking statements in this prospectus or in the documents incorporated by reference into this prospectus are qualified by risks, uncertainties and other factors to which our business and future financial performance are subject and which could cause our actual results in the future to differ materially from the results expressed or implied by such forward-looking statements and adversely affect the trading prices of our Common Stock. Those risks, uncertainties and other factors are described in the section of our 2011 10-K entitled “Risk Factors” as well as in other sections of the 2011 10-K. Moreover, we will be updating those risks, uncertainties and other factors from time to time in other reports that we file with the SEC under the 1934 Act. You are urged to carefully review and consider those risks, uncertainties and other factors. Moreover, our business and operating results in the future may be adversely affected by additional risks or uncertainties that are currently not considered to be material or by risks, uncertainties and other factors or events that are currently unknown to us. In light of the risks and uncertainties, you are cautioned not to place undue reliance on any of such forward-looking statements.
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Our forward-looking statements speak only as of the respective dates on which those statements were made. We expressly disclaim any intent or obligation to update any of the forward-looking statements after the date hereof to conform such statements to actual results or to changes in our opinions or expectations, except as may be required by applicable law.
USE OF PROCEEDS
In the event we sell all 1,500,000 shares under the Plan, we estimate we will receive net proceeds of up to approximately $14,225,000 after payment of $25,000 of costs and expenses we expect to incur in connection with the Offering. We cannot determine precisely the number of shares that we will ultimately sell pursuant to the Plan or the prices at which those shares will be sold. Also, we cannot determine the number of shares, if any, we will purchase in the open market rather than issue directly under the Plan. If any of the shares are purchased directly from us for the Plan, the net proceeds from those purchases would provide us with funds that we would expect to use for general corporate purposes. We will receive no proceeds from purchases of any shares of our Common Stock in open market transactions.
DIVIDEND REINVESTMENT AND DIRECT PURCHASE PLAN
Details of the Plan are set forth below.
QUESTIONS AND COMMUNICATIONS
Questions about the Plan should be directed to us as directed below. If your shares are held by a Nominee, you should contact your Nominee for additional information. Your Nominee can contact us directly for instructions on how to participate on your behalf.
NetREIT Dividend Reinvestment Plan
Attn: Kathryn Richman, Esq.
1282 Pacific Oaks Place
Escondido, California 92029
Email: krichman@netreit.com
DESCRIPTION OF THE PLAN
Purpose of the Plan
The purpose of the dividend reinvestment component of the Plan is to provide our stockholders with a simple and convenient method of investing cash dividends in additional shares of our Common Stock. Persons participating in the Plan (“Participants”) may have cash dividends automatically reinvested without brokerage or recordkeeping charges. The Plan is primarily intended to benefit long-term investors who want to increase their investment in our Common Stock over time.
Main Advantages of Participating in the Plan
· | The Plan provides Participants with the opportunity to purchase additional shares of Common Stock, if desired, by automatically reinvesting all or a portion of cash dividends on our Common Stock in the Plan. However, participation in the Plan is completely voluntary. |
· | There are no transaction, brokerage or processing fees or expenses, or other service charges on shares of stock purchased under the Plan, whether or not such shares are purchased through the reinvestment of dividends. |
· | Funds invested in the Plan are fully invested through the purchase of fractional shares, as well as whole shares, and proportionate cash dividends on fractional shares are used to purchase additional shares. |
· | Participants will receive statements containing year-to-date information on all Plan transactions in their account within a reasonable time after a transaction occurs, designed to simplify their recordkeeping. |
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Main Disadvantages of Participating in the Plan
· | For federal income tax purposes, Participants will generally be treated as having received dividend income on the dividend payment date; such dividend will generally give rise to a tax liability even though no cash was actually paid. HOWEVER, TAX LAWS ARE COMPLICATED AND WE ENCOURAGE EACH PLAN PARTICIPANT TO SEEK ADVICE FROM A TAX ATTORNEY OR FINANCIAL ADVISOR TO DETERMINE THE TAX IMPLICATIONS OF PARTICIPATING IN THE PLAN. |
· | No interest will be paid by us on dividends held pending reinvestment. |
· | Participants bear the risk of loss and the benefits of gain from market price changes for all of their shares of Common Stock, including those purchased through the Plan. WE CANNOT GUARANTEE THAT SHARES OF COMMON STOCK PURCHASED UNDER THE PLAN WILL, AT ANY PARTICULAR TIME, BE WORTH MORE OR LESS THAN THEIR PURCHASE PRICE. ACCORDINGLY, YOU COULD LOSE SOME OR ALL OF THE VALUE OF SHARES OF COMMON STOCK PURCHASED THROUGH THE PLAN. |
· | The price of our shares of Common Stock may fluctuate in the interim between your investment decision and the time of the actual purchase and may decline between the time you decide to sell and the time at which your shares of Common Stock are actually sold. |
· | Should a regular market develop for the Common Stock in the future, we may, in our sole discretion and without prior notice to Participants, purchase shares of our Common Stock directly from such market. This determination will be made by us based upon general market conditions, the relationship between purchase price and book value per share, regulatory requirements and other factors. |
Persons Eligible to Participate in the Plan
You may participate in the Plan if: (a) you are a “registered holder;” that is, you hold shares of the Common Stock that are registered in your name on our stock transfer books, or (b) you are a “beneficial owner;” that is, you hold shares of the Common Stock that are registered in a name other than your name (for example, in the name of a broker, bank or other nominee).
If you live outside the United States, you should first determine if there are any laws or governmental regulations that would prohibit your participation in the Plan, or affect the terms of the Plan. We have the right to terminate participation of any stockholder if we deem it advisable under any foreign laws or regulations. Tax consequences of Plan participation may vary under foreign laws or regulations, and you should determine the tax treatment of Plan features before you decide to invest through the Plan. TAX LAWS ARE COMPLICATED AND WE ENCOURAGE EACH PLAN PARTICIPANT WHO LIVES OUTSIDE THE UNITED STATES TO SEEK ADVICE FROM A TAX ATTORNEY OR FINANCIAL ADVISOR TO DETERMINE THE TAX IMPLICATIONS OF PARTICIPATING IN THE PLAN.
The Plan is intended for the benefit of our investors and not for persons or entities who engage in transactions that cause or are designed to cause aberrations in the price or trading volume of our Common Stock. Notwithstanding anything in the Plan to the contrary, we reserve the right to exclude from participation in the Plan at any time any persons or entities, as determined in our sole discretion.
Procedures for Participation
The Plan is an “opt-in” plan meaning that participation in the Plan is completely voluntary. Any current owner of our Common Stock may elect to become a Participant by completing and executing a participation agreement or other appropriate authorization form as at the time may be available from the Company. Participation in the Plan will begin with the next dividend payable after receipt of a Participant’s subscription or authorization. Shares will be purchased under the Plan on the record date for the dividend used to purchase the shares. Dividends for shares acquired under the Plan are currently paid quarterly and are calculated with a daily record and dividend declaration date. To participate in the Plan, you must complete an Authorization Form and return it to us. An Authorization Form may be obtained at any time by telephonic, email or written request to us as directed on page 3.
If you are a beneficial owner of our Common Stock, meaning that your shares of Common Stock are held in the Plan records in the name of a broker, bank or other nominee (any such party, a “Nominee”), your distributions will be reinvested automatically by the Nominee in additional shares under the Plan only if your Nominee provides such a service and you elect to participate in the Plan. Many Nominees do not provide such a service and routinely request dividends and distributions to be paid in cash on all shares registered in their names. Therefore, if your shares are held for your account by a Nominee and you would like to participate in the Plan, then, in addition to enrolling in the Plan, you must either make appropriate arrangements for your Nominee to participate on your behalf, or you must become a stockholder of record by having all or a portion of your shares of Common Stock transferred to your own name. If your shares are held in the name of a Nominee, you should contact the Nominee for additional information regarding your participation in the Plan.
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Purchase of Shares under the Plan
The Company will apply all dividends paid with respect to the shares held by each Participant, including dividends paid with respect to any full or fractional shares acquired under the Plan, to the purchase of the shares for said Participants directly from the Company, or as permitted under state securities laws in the secondary market. Participants shall acquire shares from the Company at a fixed price of nine dollars and fifty cents ($9.50) per share. Participants in the Plan may also purchase fractional shares so that 100% of the dividends will be used to acquire shares. However, a Participant will not be able to acquire shares under the Plan to the extent such purchase would cause it to exceed any ownership limit imposed by the Company. Neither the Company nor any of its Affiliates will receive a fee for selling shares under the Plan.
Timing of Common Stock Purchases under the Plan
In the months in which dividends are paid, dividends will be invested promptly following the date on which the dividend or distribution is paid. If the shares of our Common Stock are to be newly issued or treasury shares, such shares will be issued or delivered within five business days of the date on which the dividend or distribution is paid. If our shares of Common Stock are to be purchased in the open market, we will make every effort to invest any dividends it receives promptly beginning on the dividend or distribution payment date, and in no event later than thirty days from such date, except where applicable federal securities laws require otherwise.
Dividend Reinvestment under the Plan
As a Participant, when our Board of Directors declares a dividend or distribution, on the distribution date for such dividend or distribution you will have credited to your Plan account the number of whole and fractional shares (computed to six decimal places) that could be obtained, at the then price under the Plan, with the cash, net of any applicable withholding taxes, that would have been paid to you if you were not a Participant. Such shares will be issued in the Participant’s name within five business days of the date on which the dividend or distribution is paid through receipt of newly issued or treasury shares of Common Stock from us.
How to Choose to Receive Cash Instead of Reinvesting a Dividend
If you are enrolled in the Plan and wish to receive dividends in cash on some, but not all of your shares, and have the remaining dividends reinvested, you must notify us through the Internet, by telephone or in writing as to the dividends you want in cash and those which you want to reinvest. A partial Participant will receive dividends in cash only with respect to the number of whole shares that have been specified. On any other shares registered in the Participant’s name or other shares credited to their account under the Plan, the corresponding dividends will be reinvested.
If you wish to receive only cash dividends, notify us that you would like to terminate your participation in the Plan. You may terminate your participation in the Plan at any time. The procedure for terminating participation in the Plan is explained below.
Funds Held in the Plan Are Not Insured
Funds held in your Plan account pending investment or return are not treated as a bank deposit or account and are not insured by the FDIC or any other governmental agency or instrumentality.
No Interest on Funds Prior to Investment or Return to Participant
Interest will not be paid on funds deposited by you in your Plan account pending investment or return to you.
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Source of Shares Purchased under the Plan
All dividends reinvested through the Plan will be used to purchase, in our sole discretion, either newly issued or treasury shares directly from us, or if a regular market for the shares should develop, shares in that market, or a combination thereof, or in privately negotiated transactions with third persons, and may be on such terms as to price, delivery and otherwise as we may determine in our sole discretion. However, in the event the Company shall at any time determine, in its sole discretion, that for any reason shares may not be issued to any Participant under the Plan, the Company shall have no obligation to do so. The amount of any dividend that would otherwise be used to purchase shares under this Plan shall be paid in cash to the Participant.
Sale or Transfer of the Shares
Shares purchased under the Plan will be registered in the Participant’s name with our transfer agent. Thus, a Participant may, in general, sell or otherwise transfer an interest in their shares in the same manner in which they may transfer their shares which were not purchased under the Plan, subject to applicable state and federal securities laws.
How the Plan is Administered
We self-administer the Plan and there is no independent administrator. However, we may in the future, in our discretion, appoint an independent person to administer the Plan.
Administrating the Plan for Plan Participants includes establishing and maintaining records, preparing and sending statements of accounts to Participants and performing such other duties relating to the Plan as we may deem appropriate. Shares issued to Participants will be administered by our transfer agent.
We will coordinate your participation in the Plan by your IRA or retirement plan with your custodian or plan administrator. There is no charge for this service.
You may contact us regarding the Plan by using the contact information set forth on page 3 above.
Your Cost to Participate in the Plan
We will pay all administrative costs associated with the reinvestment of dividends under the Plan. We will not pay commissions or other compensation to brokers in connection with your purchase of shares under the Plan and there are no transaction, brokerage or processing fees or expenses, or other service charges under the Plan in connection with your purchases. If you enroll in the Plan through a broker, bank or other nominee, they may charge you a fee for participating on your behalf.
Reports to Participants
We will maintain a separate Plan account for each Participant. All shares issued to Participants under the Plan will be credited to their Plan account. We will mail to each Participant a statement confirming the issuance of shares within fifteen days after the allocation of shares is made. The statement will show the amount of the dividend or distribution, the price at which shares were credited, the number of full and fractional shares credited, the number of shares previously credited and the cumulative total of shares credited. For market order sales, the time of sale will be provided. In addition, Participants will receive copies of our annual and quarterly reports to stockholders, proxy statements and dividend income information for tax purposes.
Voting of Shares Purchased under the Plan
Participants will receive a proxy card covering the total number of shares held, including shares credited to their Plan account. If a proxy card is returned properly signed, but without indicating instructions as to the manner in which shares are to be voted with respect to any item thereon, the corresponding shares will be voted in accordance with the recommendation of our Board of Directors. If the proxy card is not returned, or it is unexecuted or improperly executed, the corresponding shares will not be voted unless the Participant or their duly appointed representative votes in person at the stockholder meeting.
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Certificates Issued for Shares Issued under the Plan
We are not required to, and we do not intend to, issue certificates for shares purchased under the Plan. All issuances of shares will be recorded in our electronic stock records maintained by our transfer agent. However, upon the written request of any Participant, the Company will issue certificates evidencing ownership of shares purchased through the Plan during the prior fiscal year. The ownership of the shares will be in book-entry form prior to the issuance of such certificates.
Dividends and Stock Splits
Any stock dividends or split shares we distribute on shares of our Common Stock with respect to both certificated and book-entry (whole and fractional) shares will be credited automatically to the Participant’s Plan account in book-entry form.
Federal Tax Consequences of Acquiring Shares under the Plan
The summary herein presented is intended only as a general discussion of the current United States federal income tax consequences of participation in the Plan. This discussion does not purport to deal with all aspects of taxation that may be relevant to a particular Participant in light of its personal investment circumstances, or to certain types of participants (including, without limitation, insurance companies, tax-exempt organizations, financial institutions, broker-dealers or foreign persons) subject to special treatment under the federal income tax laws. No ruling, however, has been issued or requested regarding the Plan. Additionally, this discussion is not binding upon, nor considered authority by, the Internal Revenue Service or any court, and no assurance can be provided that the tax treatment discussed below or claimed by any Participant in the Plan will not be successfully challenged by the Internal Revenue Service.
Participants who, pursuant to the Plan, receive shares in lieu of the cash dividends or distributions to which they would have otherwise been entitled will be treated for federal income tax purposes as having received, on the distribution payment date, a taxable dividend or distribution in an amount equal to such cash. The tax basis of the shares issued pursuant to the Plan will equal the amount included in income as a result of the Participant’s receipt of such shares.
Distribution payments to a Plan Participant will be subject to U.S. withholding tax to the same extent as a cash distribution. In that case, the amount of tax to be withheld will be deducted from the amount of the cash distribution that would have otherwise been made to the Participant and only the reduced amount will be reinvested in Plan shares. If withholding results in an overpayment of taxes, a refund may be obtained.
Participants will not realize any taxable income upon receipt of a certificate for whole shares credited to their Plan account either upon their request for a specified number of shares or upon termination of enrollment in the Plan.
TAX LAWS ARE COMPLICATED AND WE ENCOURAGE EACH PLAN PARTICIPANT TO SEEK ADVICE FROM A TAX ATTORNEY OR FINANCIAL ADVISOR TO DETERMINE THE TAX IMPLICATIONS OF PARTICIPATING IN THE PLAN.
Our Responsibilities under the Plan
In administering, interpreting, or performing our duties under the Plan, we will not be liable under the Plan for any act done in good faith or for any good faith omission to act including, without limitation, any claims for liability (a) arising out of failure to terminate a Participant’s participation in the Plan upon the Participant’s death prior to receipt of notice in writing of such death; and (b) relating to the value of the shares acquired for the Participant’s Plan account. To the extent that indemnification may apply to liabilities arising under the Act or the securities laws of a state, the Company has been advised that, in the opinion of the Commission and certain state securities commissioners, such indemnification is contrary to public policy and, therefore, unenforceable.
Termination of Participation in the Plan
Participants may terminate participation in the Plan at any time by notifying us in writing at the address set forth on page 3 above. To be effective for any given dividend or distribution payment date, the notice to terminate must be received by us before the record date for the dividend or distribution payment. All dividends or distributions with a record date after receipt of notification will be sent directly to the Participant.
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Our Amendment, Suspension or Termination of the Plan
We may amend, suspend or terminate the Plan at any time. Any such amendment, suspension or termination will be effective upon a designated dividend record date and notice of such amendment, suspension or termination will be sent to all Participants at least thirty (30) days prior to such record date.
If the Plan is terminated, whole shares will continue to be held in book-entry form in your Plan account or distributed in certificate form at our sole discretion. A cash payment will be made for any fractional shares based on the closing price of our Common Stock on the trading date immediately prior to the termination date.
PLAN OF DISTRIBUTION
The Plan allows us to reinvest a Plan Participant’s dividends in shares we newly issue or in our treasury shares. Plan Participants will not be charged any transaction, brokerage or processing fees or expenses, or other service charges by us in connection with the purchase of shares under the Plan; provided, however, that Participants who enroll in the Plan through a broker, bank or other nominee, may be charged fees for participating in the Plan by such broker, bank or other nominee. In the future, if a regular market for the Common Stock exists, we may purchase shares under the Plan in the open market. If the shares are purchased in the open market for the Plan, then we will pay the expenses of any plan administrator in connection with the operation of the Plan, including brokerage commissions, if any.
Persons who acquire shares of our Common Stock through the Plan and resell them shortly after acquiring them, including coverage of short positions, under certain circumstances, may be participating in a distribution of securities that would require compliance with Regulation M under the 1934 Act, and may be considered to be underwriters within the meaning of the 1933 Act. We will not extend to any such person any rights or privileges other than those to which they would be entitled as a Participant, nor will we enter into any agreement with any such person regarding the resale or distribution by any such person of the shares of our Common Stock so purchased.
Our Common Stock may not be available under the Plan in all states or jurisdictions. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any of our securities by anyone in any state or other jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such an offer or solicitation.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed upon for us by Rushall & McGeever, APC, Carlsbad, California.
EXPERTS
The consolidated financial statements of the Company as of December 31, 2010 incorporated by reference in this prospectus have been audited by Squar, Milner, Peterson, Miranda & Williamson, LLP, an independent registered public accounting firm, to the extent and for the periods set forth in their report included in our Annual Report on Form 10-K for 2010. Such consolidated financial statements have been so included in reliance upon the report of such firm as experts in auditing and accounting.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Commission allows us to “incorporate by reference” into this prospectus certain of our publicly-filed documents, which means that information included in those documents is considered part of this prospectus. Information that we file with the SEC after the date of this prospectus will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items) made with the SEC under Sections 13(a), 13(c) 14 or 15(d) of the 1934 Act subsequent to the date of this prospectus and prior to the sale of all shares offered pursuant to this prospectus.
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The following documents filed with the SEC (in each case File/Firm No. 000-53673) are incorporated by reference in this prospectus:
· | Our filing on Form 8-K on December 30, 2011. |
· | Our filing on Form 8-K on December 23, 2011. |
· | Our filing on Form 8-K on December 21, 2011. |
· | Our filing on Form 8-K on December 1, 2011. |
· | Our filing on Form 8-K/A on November 30, 2011. |
· | Our Quarterly Report on Form 10-Q for the nine months ended September 30, 2011, as filed with the Commission on November 14, 2011. |
· | Our Annual Report on Form 10-K for the fiscal year ended December 31, 2010, as filed with the Commission on March 31, 2011. |
· | Our proxy statement on Schedule 14A, as filed with the Commission on April 21, 2011, to the extent incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2010. |
· | The description of our Common Stock set forth in the Company’s Definitive Proxy material filed with the Commission on April 21, 2010 and the Company’s filing on Form 8-K filed with the Commission on August 10, 2010. |
Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus is modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded does not, except as so modified or superseded, constitute a part of this prospectus.
You may request, and we will provide you with, a copy of these filings (without exhibits), at no cost, by calling us at (760) 471-8536 or by writing to us at the following address:
NetREIT, Inc.
1282 Pacific Oaks Place
Escondido, California 92029
Attn: Investor Relations
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and other periodic reports, proxy statements and other information with the Commission. You can read and copy our Commission filings, including this Registration Statement, on the Internet at the Commission’s website at www.sec.gov. You also may read and copy any document we file with the Commission at its Public Reference Facilities at 100 F Street NE, Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference facilities.
Our Internet address is www.netreit.com. There we make available free of charge, on or through the investor relations section of our website, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed pursuant to Section 13(a) or 15(d) of the 1934 Act as soon as reasonably practicable after we electronically file such material with the Commission. The information on, or that can be accessed through, our website is not incorporated by reference into this prospectus and should not be considered to be part of this prospectus or any other report we file with the Commission.
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Dividend Reinvestment Plan
NetREIT, Inc.
1,500,000 Shares
Common Stock
PROSPECTUS
Dated: January 11, 2012
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses to be incurred in connection with the issuance and distribution of the shares of the Common Stock being offered hereby payable by the registrant are estimated as follows:
Commission Registration Fee | $ | 1,633 | ||
Transfer Agent and Registrar Fees and Expenses | $ | 2,000 | ||
Printing Costs | $ | 2,000 | ||
Legal Fees and Expenses | $ | 9,500 | ||
Accounting Fees and Expenses | $ | 3,500 | ||
Blue Sky Fees and Expenses | $ | 5,000 | ||
Miscellaneous | $ | 1,367 | ||
TOTAL | $ | 25,000 |
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Maryland General Corporation Law
The Maryland General Corporation Law (“MGCL”) permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from (1) actual receipt of an improper benefit or profit in money, property or services or (2) active and deliberate dishonesty established by a final judgment and which is material to the cause of action. Our charter contains a provision which eliminates directors’ and officers’ liability to the maximum extent permitted by Maryland law. Our charter gives us the power, but not the obligation, to indemnify, to the maximum extent permitted by Maryland law in effect from time to time, (a) any person who is our present or former director or officer, or (b) any person who, while our director, at our request serves or has served as a director, officer, managing member, partner or trustee of another corporation or entity, from and against any claim or liability to which such person may become subject or which such person may incur by reason of his status as a present or former director or officer. Our charter also allows us to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to the person we indemnify. Our Board has the power to provide such indemnification and advancement of expenses in the same manner to a person who served as a director, officer, employee or agent of our predecessor corporation.
The MGCL requires a corporation (unless its charter provides otherwise, which our charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made, or threatened to be made, a party by reason of his or her service in that capacity, or in the defense of any claim, issue or matter in such proceeding. The MGCL permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made, or threatened to be made, a party by reason of their service in those or other capacities unless it is established that (1) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (a) was committed in bad faith or (b) was a result of active and deliberate dishonesty, (2) the director or officer actually received an improper personal benefit in money, property or services or (3) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, under the MGCL, a corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses. Maryland law permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of (1) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification and (2) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the corporation if it shall ultimately be determined that the standard of conduct was not met.
Code of Regulations of Registrant
The Board has adopted a Code of Ethics and Business Conduct (Code) for the Company that applies to all officers and employees, including its chief executive officer, chief financial officer, principal accounting officer, and controller. The Code is posted under the “Company” section under “Committee Charter & Governance Documents” of the Company’s website at www.netreit.com.
Indemnification Agreements
We plan to enter into indemnification agreements with each of our directors and our officers, under which we will be obligated to indemnify that person to the maximum extent permitted by our charter. In general, our charter allows us to indemnify our directors, officers, employees and agents to the maximum extent permitted under the MGCL. Under each indemnification agreement, we agree to indemnify the indemnitee against all judgments, penalties, fines and amounts paid in settlement, and all expenses actually and reasonably incurred by the indemnitee or on his or her behalf in connection with a proceeding other than a proceeding initiated by us or on our behalf. In addition, each indemnification agreement will require us to indemnify the indemnitee against all amounts paid in settlement and all expenses the indemnitee actually and reasonably incurs on his or her behalf in connection with a proceeding that we bring or is brought on our behalf.
A “proceeding”, as defined in each indemnification agreement, includes any threatened, pending or completed lawsuit or other legal action, whether civil, criminal, administrative or investigative, except, unless we otherwise agree, a proceeding which is pending on the effective date of the agreement.
Under each indemnification agreement, the indemnitee is not entitled to indemnification if it is established that one or more of the exceptions to indemnification under the MGCL exists. Currently, an indemnitee is not entitled to indemnification under the MGCL if it is established that:
· | the act or omission of the indemnitee is material to the matter giving rise to the proceeding for which indemnification is sought and was committed in bad faith or was the result of active and deliberate dishonesty; |
· | the indemnitee actually received an improper personal benefit in money, property or services; or |
· | in the case of a criminal proceeding, the indemnitee had reasonable cause to believe his act or omission was unlawful. |
Each indemnification agreement will also require us to advance reasonable expenses incurred by the indemnitee upon our receipt of a statement from the indemnitee requesting the advance, provided the statement evidences the expenses and is accompanied by:
· | a written affirmation of the indemnitee’s good faith that he or she has met the standard of conduct necessary for indemnification; and |
· | the indemnitee’s undertaking (or an undertaking on his or her behalf) to repay the amounts advanced if it is ultimately determined that the standard of conduct was not met. |
Each indemnification agreement also provides procedures by which the indemnitee’s entitlement to indemnification is to be determined.
Directors and Officers Insurance
Registrant maintains, and in the future may continue to maintain, insurance to insure its present or former directors, officers and employees against liabilities and expenses arising out of any claim or breach of duty, error, misstatement, misleading statement, omission or other act done by reason of their being such directors, officers or employees of Registrant.
ITEM 16. EXHIBITS.
The following exhibits are filed with or incorporated by reference into this Registration Statement and made a part hereof.
Exhibit No. | Description | |
4.1 | Articles of Amendment and Restatement of the Articles of Incorporation of Registrant, as filed with the Maryland Secretary of State effective August 5, 2010 (incorporated herein by reference to Exhibit 3.01 to Registrant’s Current Report on Form 8-K filed with the Commission on August 4, 2010 (SEC Accession No. 0000950123-10-075679)) | |
4.2 | NetREIT, Inc. Amended and Restated Bylaws effective August 4, 2010 (incorporated herein by reference to Exhibit 3.02 to Registrant’s Current Report on Form 8-K filed with the Commission on August 4, 2010 (SEC Accession No. 0000950123-10-075679)) | |
5.1 | Opinion of Rushall & McGeever, APC (filed herewith) | |
10.1 | NetREIT, Inc. Dividend Reinvestment Plan (filed herewith) | |
23.1 | Consent of Rushall & McGeever, APC (included in Exhibit 5.1) | |
23.2 | Consent of Independent Registered Public Accounting Firm, Squar, Milner, Peterson, Miranda & Williamson, LLP, (filed herewith) | |
99.1 | Authorization Form to become a Participant in the Dividend Reinvestment Plan (filed herewith) |
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
1. | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; |
provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities and Exchange Act of 1934 (the “1934 Act”), that are incorporated by reference in the Registration Statement, or is contained in a form of prospectus filed pursuant to Rule 424(b), that is part of the Registration Statement.
2. | That, for the purpose of determining any liability under the Securities Act of 1933 (the “1933 Act”), each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
3. | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
4. | That, for the purpose of determining liability of the registrant under the 1933 Act to any purchaser in the initial distribution of the securities, in a primary offering of securities of the undersigned registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
5. | That, for purposes of determining any liability under the 1933 Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
6. | Insofar as indemnification for liabilities arising under the 1933 Act, as amended, may be permitted to directors, officers and controlling persons of the registrant, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act, as amended, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act, as amended, and will be governed by the final adjudication of such issue. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Escondido, State of California, on January 11, 2012.
NetREIT, Inc. | ||
By: | /s/ Jack K. Heilbron | |
Jack K. Heilbron, | ||
Chairman of the Board | ||
and Chief Executive Officer |
Powers of Attorney
NetREIT, Inc. and each of the undersigned do hereby appoint Jack K. Heilbron and Kenneth W. Elsberry and each of them severally, its or his true and lawful attorney to execute on behalf of NetREIT, Inc. and the undersigned any and all amendments to this Registration Statement on Form S-3 and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission; each of such persons shall have the power to act hereunder with or without the other.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 11, 2012.
Signature | Title | |
/s/ Jack K. Heilbron Jack K. Heilbron | Director, Chairman of the Board, Chief Executive Officer (Principal Executive Officer) | January 11, 2012 |
/s/ Kenneth W. Elsberry Kenneth W. Elsberry | Chief Financial Officer, Director | January 11, 2012 |
/s/ J. Bradford Hanson J. Bradford Hanson | Principal Financial and Accounting Officer | January 11, 2012 |
/s/ Larry G. Dubose Larry G. Dubose | Director, Executive Vice President – Model Homes Division | January 11, 2012 |
/s/ David T. Bruen David T. Bruen | Director | January 11, 2012 |
/s/ Sumner J. Rollings Sumner J. Rollings | Director | January 11, 2012 |
/s/ Thomas E. Schwartz Thomas E. Schwartz | Director | January 11, 2012 |
/s/ Bruce A. Staller Bruce A. Staller | Director | January 11, 2012 |
/s/ William H. Allen William H. Allen | Director | January 11, 2012 |
/s/ Shirley Y. Bullard Shirley Y. Bullard | Director | January 11, 2012 |
Exhibit Index
Exhibit No. | Description | |
4.1 | Articles of Amendment and Restatement of the Articles of Incorporation of Registrant, as filed with the Maryland Secretary of State effective August 5, 2010 (incorporated herein by reference to Exhibit 3.01 to Registrant’s Current Report on Form 8-K filed with the Commission on August 4, 2010 (SEC Accession No. 0000950123-10-075679)) | |
4.2 | NetREIT, Inc. Amended and Restated Bylaws effective August 4, 2010 (incorporated herein by reference to Exhibit 3.02 to Registrant’s Current Report on Form 8-K filed with the Commission on August 4, 2010 (SEC Accession No. 0000950123-10-075679)) | |
5.1 | Opinion of Rushall & McGeever, APC (filed herewith) | |
10.1 | NetREIT, Inc. Dividend Reinvestment Plan (filed herewith) | |
23.1 | Consent of Rushall & McGeever, APC (included in Exhibit 5.1) | |
23.2 | Consent of Independent Registered Public Accounting Firm, Squar, Milner, Peterson, Miranda and Williamson, LLP, (filed herewith) | |
99.1 | Authorization Form to become a Participant in the Dividend Reinvestment Plan (filed herewith) | |