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) April 12, 2002
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GYRODYNE COMPANY OF AMERICA, INC.
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(Exact name of registrant as specified in its charter)
New York 000-01684 11-1688021
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
102 Flowerfield
St. James, New York 11780 11780
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (631) 584-5400
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Not applicable
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(Former name or former address, if changed since last report.)
ITEM 5. OTHER EVENTS.
On April 12, 2002, Gyrodyne Company of America, Inc. (the "Company") entered
into a Settlement Agreement with Special K Capital Offshore Master Fund (U.S.
Dollar), L.P., K Capital Offshore Master Fund (U.S. Dollar), L.P., Harwich
Capital Partners, LLC, Abner Kurtin and Thomas Knott (collectively, "K Capital
Affiliates"). Pursuant to the Settlement Agreement, the Company repurchased
111,000 shares of the its common stock from K Capital Affiliates at a price of
$20.25 per share. In exchange, K Capital Affiliates withdrew their nominations
of Richard S. Frary and Marvin L. Olshan for election as directors of the
Company and ceased all activities in connection with their previously announced
proxy contest. In the Settlement Agreement, K Capital Affiliates agreed to a ten
year standstill agreement and the Company agreed to indemnify K Capital
Affiliates against liabilities arising out of the share repurchase. The
Settlement Agreement also contained a mutual release of claims by the parties. A
copy of the Settlement Agreement is attached hereto as Exhibit 4.1 and is
incorporated herein by reference. The Company issued a press release on April
15, 2002 relating to the matters described above, which is attached hereto as
Exhibit 99.1.
The Company also announced that its Board of Directors has declared a 10% stock
dividend to be issued May 15 to all shareholders of record as of May 1st, 2002.
Each shareholder will receive 10 additional shares of common stock of the
Company for every 100 shares owned. The Company issued a press release on April
15, 2002 announcing the dividend, which is attached hereto as Exhibit 99.2.
As a result of the matters described above, the Company announced that it was
postponing its May 10, 2002 annual meeting. The Company issued a press release
on April 15, 2002 relating to the above announcement, which is attached hereto
as Exhibit 99.3.
On April 23, 2002, the Company announced that its annual meeting of shareholders
will be held on Thursday, June 13, 2002 at 11:00 a.m. at Flowerfield
Celebrations, Mills Pond Road, Saint James, New York. The Company also announced
that the board of directors has fixed the close of business on May 3, 2002 as
the record date for the determination of shareholders entitled to notice of, and
to vote at, the annual meeting. In accordance with the Company's by-laws, to be
properly brought before the annual meeting of shareholders, nominations of
persons for election to the board of directors of the Company and other
shareholder proposals must be delivered to the secretary of the Company at its
principal executive offices no later than May 3, 2002 to be considered timely.
The Company issued a press release on April 23, 2002 relating to the above
announcements, which is attached hereto as Exhibit 99.4.
Shareholders who wish to submit proposals for inclusion in the Company's proxy
statement and form of proxy relating to the upcoming annual meeting of
shareholders must advise the secretary of the Company of such proposals in
writing within a reasonable time before the Company begins to print and mail its
proxy materials to its shareholders. The Company anticipates mailing its proxy
materials to its shareholders on or about Tuesday, May 14, 2002.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
4.1 Settlement Agreement dated as of April 12, 2002 by and among Special
K Capital Offshore Master Fund (U.S. Dollar), L.P., K Capital
Offshore Master Fund (U.S. Dollar), L.P., Harwich Capital Partners,
LLC, Abner Kurtin, Thomas Knott and Gyrodyne Company of
America, Inc.
99.1 Press Release dated April 15, 2002.
99.2 Press Release dated April 15, 2002.
99.3 Press Release dated April 15, 2002.
99.4 Press Release dated April 23, 2002.
SIGNATURES
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.
GYRODYNE COMPANY OF AMERICA, INC.
By: /s/ Stephen V. Maroney
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Stephen V. Maroney
Dated: April 24, 2002 President, Chief Executive Officer
and Treasurer
EXHIBIT INDEX
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Exhibit No. Description
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4.1 Settlement Agreement dated as of April 12, 2002 by and among
Special K Capital Offshore Master Fund (U.S. Dollar), L.P., K
Capital Offshore Master Fund (U.S. Dollar), L.P., Harwich
Capital Partners, LLC, Abner Kurtin, Thomas Knott and Gyrodyne
Company of America, Inc.
99.1 Press Release dated April 15, 2002.
99.2 Press Release dated April 15, 2002.
99.3 Press Release dated April 15, 2002.
99.4 Press Release dated April 23, 2002.