- Current report filing (8-K)
08 January 2009 - 7:52AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, DC 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)
December 31
, 2008
PROSPECT
ACQUISITION CORP.
(Exact name of
registrant as specified in its charter)
Delaware
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333-145110
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26-0508760
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(State or other
jurisdiction
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(Commission
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(IRS Employer
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of
incorporation)
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File Number)
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Identification
No.)
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9130
Galleria Court, Suite 318, Naples, Florida
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34109
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(Address of
principal executive offices)
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(Zip Code)
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Registrants
telephone number, including area code
(239) 254-4481
695 East
Main Street, Stamford, Connecticut 06901
(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 (see
General Instruction A.2. below):
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 1.01. Entry into a Material Definitive
Agreement.
On December 31, 2008, Prospect
Acquisition Corp. (the
Company
) entered into an amendment to its Administrative
Services Agreement with LLM Capital Partners LLC (an entity affiliated with Patrick Landers, the Companys President and
one of its directors,
LLM
Capital
) and Teleos Management, L.L.C. (an entity affiliated with Daniel Gressel, one of the Companys directors,
Teleos
) dated July 30, 2007 (the
Amendment
). The Amendment provides that, effective December 31,
2008, the Company will no longer require (i) the use of the office space
provided by Teleos situated at 695 East Main Street, Stamford, Connecticut or (ii) certain
of the general and administrative services provided by Teleos and LLM Capital
to the Company pursuant to the Administrative Services Agreement. As a result, effective January 1, 2009
and continuing for the remainder of the Services Period (as that term is
defined in the Amendment), (i) the monthly payments to be made by the
Company to Teleos under the Administrative Services Agreement will be reduced
from $4,500.00 to $4,083.15 and (ii) the monthly payments to be made by
the Company to LLM Capital under the Administrative Services Agreement will be
reduced from $3,000.00 to $2,722.10.
Teleos will continue to provide certain general and administrative
services to the Company and LLM Capital will continue to provide the Company with
certain limited office space, as may be required by the Company from time to
time, and other general and administrative services.
Additionally, on January 1, 2009, the
Company entered into a lease agreement with Professional Suites at the Galleria, Inc.
(
Landlord
) under which the Company leases certain office space at 9130 Galleria Court, Suite 318, Naples,
Florida that will serve as the Companys new principal place of business (
Lease
Agreement
). Pursuant to the
Lease Agreement, the Company will pay Landlord rent of $630.70 per month
through the lease expiration date of November 30, 2009. The Lease Agreement contains customary terms
and conditions for commercial leases of this nature.
The foregoing descriptions do not purport to
be complete and are qualified in their entirety by reference to the full text
of the Amendment and the Lease Agreement, which are filed as Exhibits 10.1 and
10.2, respectively, and are incorporated herein by reference.
Item 8.01. Other
Events.
As indicated by the Amendment and the Lease
Agreement, effective January 1, 2009, the Company relocated its principal
place of business from 695 East Main Street, Stamford, Connecticut to 9130
Galleria Court, Suite 318, Naples, Florida.
Item 9.01. Financial
Statements and Exhibits.
(a)
Exhibits
The following Exhibits are filed herewith:
Exhibit No.
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Description
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10.1
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Amendment
to Administrative Services Agreement dated as of December 31, 2008 by
and among Prospect Acquisition Corp., LLM Capital Partners, LLC and Teleos Management,
L.L.C.
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10.2
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Lease
Agreement dated as of January 1, 2009 by and between Prospect
Acquisition Corp. and Professional Suites at the Galleria, Inc.
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2
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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Prospect Acquisition Corp.
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(Registrant)
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Date:
January 7, 2009
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/s/ James J. Cahill
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(Signature)
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Name:
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James
J. Cahill
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Title:
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Chief
Financial Officer
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3
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