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): March 28, 2006
DIGITAL REALTY TRUST, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 001-32336 | 26-0081711 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
| 560 Mission Street, Suite 2900 San Francisco, California |
94105 | |
| (Address of principal executive offices) | (Zip Code) |
(415) 738-6500
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K 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)) |
| Item 1.01 | Entry into a Material Definitive Agreement |
On March 28, 2006, Digital Realty Trust, Inc. (the “Company”), Digital Realty Trust, L.P., Global Innovation Manager, LLC (“GIM”), Global Innovation Contributor, LLC (“GIC”) and the California Public Employees’ Retirement System (collectively with GIM and GIC, the “Selling Stockholders”) entered into an underwriting agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated in connection with the offer and sale by the Selling Stockholders of 4,030,000 shares of the Company’s common stock. The shares are being offered and sold under a prospectus supplement and related prospectus filed with the Securities and Exchange Commission pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-129688). The offering is scheduled to close on April 3, 2006, subject to customary closing conditions. A copy of the underwriting agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(c) Exhibits
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated March 28, 2006, among Digital Realty Trust, Inc.; Digital Realty Trust, L.P.; Global Innovation Manager, LLC; Global Innovation Contributor, LLC; the California Public Employees’ Retirement System; and Merrill Lynch, Pierce, Fenner & Smith Incorporated. | |
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 hereunto duly authorized.
| Digital Realty Trust, Inc. | ||
| By: | /s/ Joshua A. Mills | |
| Joshua A. Mills | ||
| General Counsel and Assistant Secretary | ||
Date: March 31, 2006
Exhibits
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated March 28, 2006, among Digital Realty Trust, Inc.; Digital Realty Trust, L.P.; Global Innovation Manager, LLC; Global Innovation Contributor, LLC; the California Public Employees’ Retirement System; and Merrill Lynch, Pierce, Fenner & Smith Incorporated. | |