UNITED STATES
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): December 19, 2011
DUKE REALTY CORPORATION
(Exact name of registrant as specified in its charter)
| Indiana | 1-9044 | 35-1740409 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 600 East 96th Street, Suite 100, Indianapolis, Indiana |
46240 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (317) 808-6000
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 9.01. | Financial Statements and Exhibits |
On December 19, 2011, Duke Realty Corporation, an Indiana corporation (the “Company”), registered the resale of 2,065,337 shares of common stock, $0.01 par value per share (the “Shares”), by certain selling shareholders who received units in Duke Realty Limited Partnership, an Indiana limited partnership and the Company’s operating partnership, in connection with the acquisition of properties from Premier Commercial Realty, Inc. and related entities and subsidiaries. The purpose of this Current Report is to file with the Securities and Exchange Commission the opinion of Alston & Bird LLP regarding the Shares.
In connection with the resale registration of the Shares, the following exhibits are filed with this Current Report on Form 8-K and are incorporated by reference into the Company’s Registration Statement filed with the U.S. Securities and Exchange Commission on Form S-3 (File No. 333-160952): (i) the opinion of Alston & LLP as to the legality of the Shares (Exhibit 5.1), and (iii) the consent of Alston & Bird LLP (Exhibit 23.1).
(d) Exhibits
| Exhibit |
Description | |
| 5.1 |
Opinion of Alston & Bird LLP | |
| 23.1 |
Consent of Alston & Bird LLP (contained in Exhibit 5.1 hereto) | |
SIGNATURES
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 thereunto duly authorized.
| DUKE REALTY CORPORATION | ||
| By: | /s/ Howard L. Feinsand | |
| Howard L. Feinsand | ||
| Executive Vice President, General Counsel and Corporate Secretary | ||
Dated: December 19, 2011
EXHIBIT INDEX
| Exhibit |
Description | |
| 5.1 |
Opinion of Alston & Bird LLP | |
| 23.1 |
Consent of Alston & Bird LLP (contained in Exhibit 5.1 hereto) | |