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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
Date of Report (Date of earliest event reported): September 26, 2008
NATIONAL RETAIL PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
         
Maryland   001-11290   56-1431377
 
(State or other jurisdiction
of incorporation) 		  (Commission
File Number) 		  (IRS Employer
Identification No.)
     
450 South Orange Avenue
Suite 900
Orlando, Florida 		  32801
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code (407) 265-7348
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 (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 8.01. Other Events.
     On September 26, 2008, the registrant entered into an Underwriting Agreement with Citigroup Global Markets Inc. and Banc of America Securities LLC, as representatives of the underwriters named therein (the “Representatives”), for the public offering of 3,000,000 shares of the registrant’s common stock, par value $0.01 per share (the “Common Stock”). The registrant also granted the underwriters an option to purchase up to 450,000 additional shares of Common Stock to cover over-allotments. The Representatives notified the registrant of the underwriters’ intent to exercise the full over-allotment option of 450,000 shares of Common Stock on September 26, 2008. The offering, including the settlement of the over-allotment shares, is expected to close on October 1, 2008.
Item 9.01. Financial Statements and Exhibits.
     (d) Exhibits.
     The exhibits listed in the following index relate to the Registration Statement on Form S-3 (No. 333-132095) of the registrant and are filed herewith for incorporation by reference into such Registration Statement.
  1.1   Underwriting Agreement, dated September 26, 2008, by and among the registrant and Citigroup Global Markets Inc. and Banc of America Securities LLC, as the representatives of the several underwriters named therein.
 
  5.1   Opinion of Pillsbury Winthrop Shaw Pittman LLP regarding the legality of the securities being issued by the registrant.
 
  8.1   Opinion of Pillsbury Winthrop Shaw Pittman LLP regarding certain material tax issues relating to the registrant.
 
  23.1   Consent of Pillsbury Winthrop Shaw Pittman LLP to the filing of Exhibit 5.1 herewith (included in its opinion filed as Exhibit 5.1).
 
  23.2   Consent of Pillsbury Winthrop Shaw Pittman LLP to the filing of Exhibit 8.1 herewith (included in its opinion filed as Exhibit 8.1).

 

 

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.
         
  NATIONAL RETAIL PROPERTIES, INC.
 		  
  By:   /s/ Kevin B. Habicht    
  Name:   Kevin B. Habicht   
  Title:   Executive Vice President,
Chief Financial Officer,
Assistant Secretary and Treasurer 		  
 
Dated: October 1, 2008

 

 

EXHIBIT INDEX
     
Exhibit No.   Description
 
    
1.1
  Underwriting Agreement, dated September 26, 2008, by and among the registrant and Citigroup Global Markets Inc. and Banc of America Securities LLC, as the representatives of the several underwriters named therein.
 
    
5.1
  Opinion of Pillsbury Winthrop Shaw Pittman LLP regarding the legality of the securities being issued by the registrant.
 
    
8.1
  Opinion of Pillsbury Winthrop Shaw Pittman LLP regarding certain material tax issues relating to the registrant.
 
    
23.1
  Consent of Pillsbury Winthrop Shaw Pittman LLP to the filing of Exhibit 5.1 herewith (included in its opinion filed as Exhibit 5.1).
 
    
23.2
  Consent of Pillsbury Winthrop Shaw Pittman LLP to the filing of Exhibit 8.1 herewith (included in its opinion filed as Exhibit 8.1).