gyrodyne_8k-061209.htm
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 AND EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): June 12, 2009
GYRODYNE
COMPANY OF AMERICA, INC.
(Exact
name of Registrant as Specified in its Charter)
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New
York
(State or other
jurisdiction
of
incorporation)
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000-01684
(Commission
File
Number)
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11-1688021
(I.R.S.
Employer
Identification
No.)
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1 FLOWERFIELD,
SUITE 24
ST.
JAMES, NEW YORK 11780
(Address
of principal executive
offices)
(Zip Code)
(631)
584-5400
Registrant's
telephone number,
including
area code
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:
[
] 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))
Item
1.01 Entry into a Material Definitive Agreement.
Following
the successful reinvestment in a tax efficient manner of the $26.3 million
advance payment made by the State of New York for property taken by the power of
eminent domain, the Board of Directors and management of Gyrodyne Company of
America, Inc. (the “Company”) have determined that it is in the best interests
of the Company to discontinue the automatic daily extensions of the three-year
term of the Company’s employment agreements with each of Stephen V. Maroney,
President, Chief Executive Officer, Chief Financial Officer and Treasurer of the
Company, and Peter Pitsiokos, Chief Operating Officer, Secretary and Chief
Compliance Officer of the Company (the “Employment Agreements”).
Under
the Employment Agreements, both the Company and the executives have the
right to discontinue such automatic daily extensions of the three-year term by
delivering notice to that effect. Accordingly, on June 12, 2009, the
Company and Messrs. Maroney and Pitsiokos mutually agreed to terminate the
automatic extension provisions of the Employment Agreements. As
a result, the term of the Employment Agreements shall end on June 12,
2012. All other terms and provisions of the Employment
Agreements shall remain in effect for the three-year balance of the
term. Other than the status of Messrs. Maroney and Pitsiokos as
executive officers and shareholders of the Company, there is no material
relationship between the Company and the executive officers.
The
decision to discontinue the automatic daily extensions of
the Employment Agreements’ three-year terms is consistent with the
Company’s strategic plan to position the Company over the next three years for a
liquidity event that will maximize shareholder value by managing during such
period of time the Company’s existing rental properties, the redevelopment of
the Company’s remaining 68 acres in Flowerfield and the condemnation lawsuit
against the State of New York for just compensation.
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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GYRODYNE
COMPANY OF AMERICA, INC. |
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By:
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/s/ Stephen
V. Maroney |
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Stephen
V. Maroney
President, Chief Executive Officer and Treasurer
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Date: June
16, 2009 |
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