Filed pursuant to Rule 424(b)(3) and Rule 424(c)
Registration Statement No. 333-163550
Registration Statement No. 333-163550
PROSPECTUS SUPPLEMENT NO. 8
(to Prospectus dated April 6, 2010)
(to Prospectus dated April 6, 2010)
Grubb & Ellis Company
7,575,750 Shares of Common Stock
125,000 Shares of 12% Cumulative Participating Perpetual Convertible Preferred Stock
125,000 Shares of 12% Cumulative Participating Perpetual Convertible Preferred Stock
This Prospectus Supplement No. 8 supplements the prospectus dated April 6, 2010 (as updated, amended and supplemented, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration Statement No. 333-163550). This prospectus supplement is being filed to update, amend and supplement the information included or incorporated by reference in the Prospectus with the information contained in our current report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 10, 2010 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.
The Prospectus and this prospectus supplement relate to the disposition of up to 125,000 shares of our outstanding 12% Cumulative Participating Perpetual Convertible Preferred Stock, which we refer to herein as our “12% Preferred Stock”, and up to 7,575,750 shares of our common stock issuable upon conversion of our 12% Preferred Stock that may be sold by the selling stockholders identified in the Prospectus. We have registered the offer and sale of such shares of 12% Preferred Stock and such shares of common stock to satisfy registration rights we have granted. We will not receive any of the proceeds from the sale of the shares of 12% Preferred Stock or shares of common stock by the selling stockholders.
Our common stock is listed on the New York Stock Exchange under the symbol “GBE.” On June 11, 2010, the last reported sales price for our common stock was $1.18.
This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement. This prospectus supplement updates, amends and supplements the information included or incorporated by reference in the Prospectus. If there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
Investing in our common stock involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 8 of the Prospectus, and under similar headings in any amendments or supplements to the Prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is June 14, 2010.
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
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 8, 2010
GRUBB & ELLIS COMPANY
| Delaware | 1-8122 | 94-1424307 | ||
| (State or other jurisdiction of | (Commission File Number) | (IRS Employer Identification No.) | ||
| formation) | ||||
1551 North Tustin Avenue, Suite 300, Santa Ana, California 92705
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (714) 667-8252
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 8.01 Other Events
On June 8, 2010, Grubb & Ellis Company (the “Company”) issued a press release regarding the registration statement on Form S-3 that it filed with the Securities and Exchange Commission on June 4, 2010 relating solely to shares of common stock of the Company, par value $0.01 per share, owned by the Company’s Chairman, C. Michael Kojaian, and entities affiliated with Mr. Kojaian (collectively, the “Kojaian Parties”). In the press release, Mr. Kojaian stated, among other things, that the Kojaian Parties have no specific plan or current intention to sell any shares of common stock, noting his long history with the Company and his confidence in the Company’s leadership and long-term growth strategy.
The foregoing is a summary of the press release, which is filed herewith as Exhibit 99.1, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) The following are filed as Exhibits to this Current Report on Form 8-K:
99.1 Press Release issued by Grubb & Ellis Company on June 8, 2010.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly authorized and caused the undersigned to sign this Report on the Registrant’s behalf.
| GRUBB & ELLIS COMPANY | ||||
| By: | /s/ Matthew A. Engel | |||
| Matthew A. Engel | ||||
| Interim Chief Financial Officer, Senior Vice President, Chief Accounting Officer | ||||
Dated: June 10, 2010
Exhibit 99.1
| news release for immediate release |
| Contact: | Janice McDill | |||
| Phone: | 312.698.6707 | |||
| Email: | janice.mcdill@grubb-ellis.com | |||
Grubb & Ellis Company Issues Statement
Regarding Registration Rights Filing
Regarding Registration Rights Filing
SANTA ANA, Calif. (June 8, 2010) — Grubb & Ellis Company (NYSE: GBE), a leading real estate services and investment firm, today announced that on June 4, 2010, the company filed a registration statement on Form S-3 with the Securities and Exchange Commission relating solely to shares of common stock owned by the company’s Chairman, C. Michael Kojaian, and entities affiliated with Mr. Kojaian. The registration was effected pursuant to a registration rights agreement entered into with the Kojaian Parties on April 28, 2006.
“This shelf registration relates to a long-standing registration rights agreement,” said C. Michael Kojaian, the company’s chairman. “As stated in last week’s filing, the Kojaian Parties have no specific plan or current intention to sell any shares of common stock. I have a long history with the company, and my confidence in Grubb & Ellis’ leadership and long-term growth strategy has never been stronger.”
The registration statement relating to these securities has been filed, but has yet to become effective. This press release 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 or qualification under the securities laws of any such state.
About Grubb & Ellis Company
Grubb & Ellis Company (NYSE: GBE) is one of the largest and most respected commercial real estate services and investment companies in the world. Our 6,000 professionals in more than 100 company-owned and affiliate offices draw from a unique platform of real estate services, practice groups and investment products to deliver comprehensive, integrated solutions to real estate owners, tenants and investors. The firm’s transaction, management, consulting and investment services are supported by highly regarded proprietary market research and extensive local expertise. Through its investment subsidiaries, the company is a leading sponsor of real estate investment programs that provide individuals and institutions the opportunity to invest in a broad range of real estate investment vehicles, including public non-traded real estate investment trusts (REITs), mutual funds and other real estate investment funds. For more information, visitwww.grubb-ellis.com.
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Grubb & Ellis Company
1551 N. Tustin Avenue, Suite 300 Santa Ana, CA 92705 714.667.8252 714.667.6860 fax
1551 N. Tustin Avenue, Suite 300 Santa Ana, CA 92705 714.667.8252 714.667.6860 fax
2 — 2 — 2
6/8/10
Grubb & Ellis Company Issues Statement Regarding Registration Rights Filing
6/8/10
Grubb & Ellis Company Issues Statement Regarding Registration Rights Filing
Forward-Looking Statement
Certain statements included in this press release may constitute forward-looking statements regarding, among other things, the company’s leadership and strategy, the ability of future revenue growth, market trends, new business opportunities and investment programs, results of operations, changes in expense levels and profitability and effects on the company of changes in the real estate markets. These statements involve known and unknown risks, uncertainties and other factors that may cause the company’s actual results and performance in future periods to be materially different from any future results or performance suggested by these statements. Such factors which could adversely affect the company’s ability to obtain these results include, among other things: (i) a continued or further slowdown in the volume and the decline in transaction values of sales and leasing transactions; (ii) the continuing general economic downturn and recessionary pressures on businesses in general; (iii) a prolonged and pronounced recession and continued decline in real estate markets and values; (iv) the unavailability of credit to finance real estate transactions; (v) the success of current and new investment programs; (vi) the success of new initiatives and investments; (vii) the inability to attain expected levels of revenue, performance, brand equity and expense reductions in the current macroeconomic and credit environment and (viii) other factors described in the company’s annual report on Form 10-K/A for the fiscal year ending December 31, 2009, the company’s 10-Q for the period ended March 31, 2010 and in other current reports on Form 8-K filed with the Securities and Exchange Commission (the “SEC”). The company does not undertake any obligation to update forward-looking statements.
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Grubb & Ellis Company
1551 N. Tustin Avenue, Suite 300 Santa Ana, CA 92705 714.667.8252 714.667.6860 fax
1551 N. Tustin Avenue, Suite 300 Santa Ana, CA 92705 714.667.8252 714.667.6860 fax