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) May 5, 2005 (May 3, 2005)
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Global Signal Inc.
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(Exact name of registrant as specified in its charter)
Delaware 001-32168 65-0652634
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
301 North Cattlemen Road, Suite 300, Sarasota, Florida 34232
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (941) 364-8886
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(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):
[ ] 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))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
On May 3, 2005, Global Signal Inc. (the "Company") entered into an
underwriting agreement with Morgan Stanley & Co. Incorporated and Banc of
America Securities LLC as representatives of the several underwriters named
therein (the "Underwriting Agreement"). The following summary of certain
provisions of the Underwriting Agreement is qualified in its entirety by
reference to the complete Underwriting Agreement filed as Exhibit 1.1 hereto
and incorporated herein by reference.
Pursuant to the Underwriting Agreement, the Company agreed to sell
and the underwriters agreed to purchase for resale to the public, subject to
the terms and conditions expressed therein, 5,750,000 shares of the Company's
common stock, par value $0.01 per share, at a price per share of $30.70, less
applicable underwriting discounts and commissions, plus an additional 575,000
shares issuable upon the exercise of a 30-day option granted by the Company to
the underwriters to cover over-allotments, if any. The shares of common stock,
both the 5,750,000 shares and the 575,000 shares under the over-allotment
option, are expected to be issued on May 9, 2005, subject to the conditions
stated in the Underwriting Agreement.
The Company has agreed to indemnify the underwriters against various
liabilities, including liabilities under the Securities Act of 1933, as
amended, or to contribute to payments the underwriters may be required to make
in respect of those liabilities. In addition, the Underwriting Agreement
contains customary representations, warranties and agreements of the Company
and customary conditions to closing.
Section 8 -- Other Events
Item 8.01 Other Events
On May 4, 2005, the Company issued a press release announcing the
pricing of a public offering of 5,750,000 shares of its common stock pursuant
to the Underwriting Agreement described in Item 1.01. A copy of the press
release is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
Section 9 -- Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
1.1 Underwriting Agreement dated May 3, 2005 between Global Signal Inc.
and Morgan Stanley & Co. Incorporated and Banc of America Securities
LLC as representatives of the several underwriters named therein
99.1 Press Release dated May 4, 2005
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.
GLOBAL SIGNAL INC.
(Registrant)
/s/ Greerson G. McMullen
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Greerson G. McMullen
Executive Vice President, General
Counsel and Secretary
Date: May 5, 2005
EXHIBIT INDEX
Exhibit Number Exhibit
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1.1 Underwriting Agreement dated May 3, 2005 between
Global Signal Inc. and Morgan Stanley & Co. Incorporated
and Banc of America Securities LLC as representatives
of the several underwriters named therein
99.1 Press Release dated May 4, 2005