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
November 11, 2008
Date of Report (Date of Earliest Event Reported)
FIRST POTOMAC REALTY TRUST
(Exact Name of Registrant as Specified in Its Charter)
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| Maryland | | 001-31824 | | 37-1470730 |
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(State or Other Jurisdiction
of Incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
7600 Wisconsin Avenue
Bethesda, Maryland 20814
(Address of Principal Executive Offices) (Zip Code)
(301) 986-9200
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2. below):
| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule l4a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule l4d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | | Pre-commencement communications pursuant to Rule l3e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
On November 11, 2008, First Potomac Realty Trust (the “Company”) and First Potomac Realty Investment Limited Partnership (the “Operating Partnership”) entered into a Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. (“CF&Co”) under which the Company may offer and sell up to 3,000,000 of its common shares of beneficial interest, $0.001 par value per share, of the Company (the “Shares”) from time to time in a controlled equity offering program with CF&Co acting as the Company’s agent and/or principal. Sales of the Shares, if any, under the program will depend upon market conditions and others factors to be determined by the Company and may be made in negotiated transactions or transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on the New York Stock Exchange or sales made to or through a market maker other than on an exchange. The Company has no obligation to sell any Shares in the program, and may at any time suspend solicitation and offers under the program or terminate the program.
A prospectus supplement relating to the Shares will be filed with the Securities and Exchange Commission. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration of qualification under the securities laws of any such state. A copy of the Sales Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| | 1.1 | | Sales Agreement, dated November 11, 2008, between the Company, the Operating Partnership and Cantor Fitzgerald & Co. |
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| | 8.1 | | Opinion of Hunton & Williams LLP with respect to tax matters. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | FIRST POTOMAC REALTY TRUST
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| November 14, 2008 | /s/ Joel F. Bonder | |
| | Joel F. Bonder | |
| | Executive Vice President, General Counsel and Secretary | |
| |
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FIRST POTOMAC REALTY TRUST
INDEX TO EXHIBITS
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| Exhibit Number | | Exhibit Description |
| 1.1 | | Sales Agreement, dated November 11, 2008, between the Company, the Operating Partnership and Cantor Fitzgerald & Co. |
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| 8.1 | | Opinion of Hunton & Williams LLP with respect to tax matters. |
