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): May 27, 2009

 

HIGHWOODS PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

 

 

Maryland

001-13100

56-1871668

 

 

(State or other jurisdiction
of incorporation or organization)

(Commission
File Number)

(I.R.S. Employer
Identification Number)

 

 

 

HIGHWOODS REALTY LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

 

 

North Carolina

000-21731

56-1869557

 

 

(State or other jurisdiction
of incorporation or organization)

(Commission
File Number)

(I.R.S. Employer
Identification Number)

 

 

 

3100 Smoketree Court, Suite 600

Raleigh, North Carolina 27604

(Address of principal executive offices, zip code)

 

Registrants’ telephone number, including area code: (919) 872-4924

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:

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 May 27, 2009, Highwoods Properties, Inc. (the “Company”) entered into an underwriting agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wachovia Capital Markets, LLC and Morgan Stanley & Co. Incorporated, as representatives of the several underwriters, relating to an offering of 6,100,000 shares of the Company’s common stock. In addition, the Company granted to the underwriters an option for 30 days to purchase up to 915,000 additional shares of common stock to cover overallotments, if any. The offering was made pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-149733). The closing of the offering, which included the full exercise of the underwriters’ over-allotment option, occurred on June 1, 2009.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits

 

No.

Description

 

1

Underwriting Agreement

5

Opinion of DLA Piper LLP (US) re legality

8

Opinion of DLA Piper LLP (US) re tax matters

23

Consent of DLA Piper LLP (US) (included in Exhibits 5 and 8)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

 

HIGHWOODS PROPERTIES, INC.

 

 

By: 

/s/ JEFFREY D. MILLER

 

 

 

Jeffrey D. Miller

 

 

 

Vice President, General Counsel and Secretary

 

 

 

 

 

 

 

 

HIGHWOODS REALTY LIMITED PARTNERSHIP

 

 

By: Highwoods Properties, Inc., its general partner

 

 

By: 

/s/ JEFFREY D. MILLER

 

 

 

Jeffrey D. Miller

 

 

 

Vice President, General Counsel and Secretary

 

 

 

 

 

 

Dated: June 1, 2009