grif_Current Folio_8K_Shelf Reg



Washington, D.C. 20549




Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


April 11, 2018

(Date of earliest event reported)



(Exact name of registrant as specified in charter)




(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification Number)



Commission File Number




641 Lexington Avenue, New York, New York


(Address of principal executive offices)

(Zip Code)



Registrant’s Telephone Number including Area Code

(212) 218-7910





(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:


[ ]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



[ ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



[ ]

Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2(b))



[ ]

Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).



Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐







Item 7.01.

Regulation FD Disclosure


Griffin Industrial Realty, Inc. (“Griffin” or “Registrant”) announced today that it has filed a universal shelf registration statement on Form S-3 (the “Universal Shelf”) with the Securities and Exchange Commission (the “SEC”).  Under the Universal Shelf, once it is declared effective by the SEC, Griffin may offer and sell up to $50 million of a variety of securities including common stock, preferred stock, warrants, depositary shares, debt securities, units or any combination of such securities over the next three years. 


Under the Universal Shelf, Griffin may periodically offer one or more types of securities in amounts, at prices and on terms announced, if and when the securities are ever offered. The specific terms of any potential future offerings, along with the intended use of proceeds of any such securities offered by Griffin, will be described in detail in a prospectus supplement at the time of any such offering.    Upon the Universal Shelf becoming effective, Griffin intends to file a prospectus supplement under which it may, from time to time, sell shares of its common stock up to an aggregate of $30 million in gross proceeds through an “at the market” offering program (the “ATM Program”). Griffin expects to use any net proceeds from the prospective ATM Program over time for real estate acquisitions and investments consistent with Griffin’s strategies, repayment of debt and general corporate purposes.    Griffin currently does not intend to issue securities under the Universal Shelf, or the ATM Program, in the near term.


A registration statement relating to these securities has been filed with the SEC, but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. Any offering of the securities covered by the shelf registration statement will be made solely by means of a prospectus and an accompanying prospectus supplement relating to that offering. A copy of the prospectus included in the registration statement may be obtained on the SEC's website at This Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any offer for sale, or solicitation of an offer to buy, any of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.


A copy of Griffin’s April 11, 2018 press release announcing the filing of the Universal Shelf is attached as Exhibit 99.1.




Item 9.01.

Financial Statements and Exhibits


Exhibit 99.1:  Griffin’s April 11, 2018 Press Release (attached hereto). 









Forward-Looking Statements:


This Current Report on Form 8-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended. These forward-looking statements include statements about the filing of the Universal Shelf with the Securities and Exchange Commission, offerings to be made pursuant to such Universal Shelf, including a potential ATM Program, and the potential use of proceeds from the issuance of securities under such Universal Shelf, or ATM Program. Although Griffin believes that its plans, intentions and expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such plans, intentions or expectations will be achieved. The projected information disclosed herein is based on assumptions and estimates that, while considered reasonable by Griffin as of the date hereof, are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, many of which are beyond the control of Griffin and which could cause actual results and events to differ materially from those expressed or implied in the forward-looking statements. Other important factors that could affect the outcome of events set forth in these statements include the risk that Griffin could not complete offerings under the Universal Shelf, including the ATM Program, on favorable terms, or at all, and the important factors described in Griffin’s Securities and Exchange Commission filings, including the “Business,” “Risk Factors” and “Forward-Looking Information” sections in Griffin’s Annual Report on Form 10-K for the fiscal year ended November 30, 2017. Griffin disclaims any obligation to update any forward-looking statements as a result of developments occurring after the date of this Current Report on Form 8-K except as required by law.









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.

















/s/ Anthony J. Galici




Anthony J. Galici




Vice President, Chief Financial Officer




and Secretary

Dated:  April 11, 2018