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 20, 2010
MICROFINANCIAL INCORPORATED
(Exact name of registrant as specified in its charter)
MASSACHUSETTS
(State or other jurisdiction of incorporation)
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1-14771
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04-2962824 |
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(Commission file number)
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(IRS Employer Identification Number) |
10-M Commerce Way, Woburn, MA 01801
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: 781-994-4800
N/A
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. |
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Entry into a Material Definitive Agreement. |
On
September 20, 2010, the Registrant entered into an Office Lease Agreement (the Lease) with
MA-New England Executive Park, L.L.C., a Delaware limited liability company (the Landlord) for
approximately 23,834 square feet of office space located at 16 New England Executive Park in
Burlington, Massachusetts. The Registrant plans to move its headquarters to the premises in
January 2011.
The term of the Lease will begin when certain build-out and refurbishment work by the Landlord on
the premises is substantially complete, which is expected to be January 15, 2011. The Lease will
terminate, if not extended by the Registrant on the terms described below, on the last day of the
90th full calendar month following the commencement date, expected to be July 31, 2018.
The base rent payable under the lease will be approximately $44,688, or $22.50 per square foot,
monthly through the first twelve full calendar months following the commencement of the Lease.
Thereafter, the base rent will increase annually in increments until it reaches a monthly base rent
of $51,640, or $26.00 per square foot, from the 73rd month through the termination
date. So long as the Registrant is not in default under the Lease, however, the base rent with
respect to the first four full calendar months will be abated in full. The Lease also provides for
an allowance of approximately $953,360 with respect to the build-out work to be performed by the
Landlord to ready the premises for Registrants use.
The Registrant has an option to extend the Lease for up to two additional periods of five years
each following the scheduled termination of the Lease. The base rent during each such extension
term would be calculated at prevailing market rates per rentable square foot in accordance with the
terms of the Lease. The Registrant also has a right of first offer with respect to certain other
available space in the building.
Under the Lease, beginning in 2012, the Registrant will be required to pay a pro rata share
(approximately 40.2%) of any increases in property taxes and other assessments (Taxes), and of
any increases in the expenses of operating, maintenance, repair and management of the building
(Expenses), as compared to such Taxes and Expenses for a specified base year. The base year for
Taxes will be the twelve months ended June 30, 2011 and the base year for Expenses will be calendar
year 2011.
The Registrants current corporate headquarters are located at 10-M Commerce Way, Woburn,
Massachusetts. Its current lease is scheduled to expire on December 31, 2010. The Registrant has
extended its current lease for one month, through the end of January 2011.
The foregoing is a summary description of certain terms of the Lease. This summary is qualified in
its entirety by the text of the Lease, which will be filed as an exhibit to the Registrants
Quarterly Report on Form 10-Q for the fiscal period ending September 30, 2010.
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Item 2.03. |
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant. |
The information set forth under Item 1.01 of this Current Report on Form 8-K, including the
description of the Lease, is hereby incorporated by reference.
Statements in this Current Report on Form 8-K that are not strictly historical are
forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking
statements can generally be identified by the Registrants use of words such as anticipates,
believes, expects, intends, may, plans, potential, predicts, or will, the negative
of these words or words of similar import. Similarly, statements that describe the Registrants
anticipated timing of its move are forward-looking statements. These statements are based on the
Registrants beliefs and assumptions, which in turn are based on currently available information.
These beliefs and assumptions, including assumptions as to the timing and expenses involved in the
buildout of the Burlington premises and the Registrants move, could prove incorrect. New risks
and uncertainties emerge from time to time, and it is not possible for the Registrant to predict
which factors will arise or how they may affect it. Other risks and uncertainties and additional
risk factors are identified in the Registrants Securities and Exchange Commission filings,
including
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