Equity One Inc.

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 23, 2008

EQUITY ONE, INC.

(Exact name of registrant as specified in its charter)

Maryland

(State or other jurisdiction of incorporation)


001-13499		52-1794271

(Commission File Number)		(IRS Employer Identification No.)


1600 NE Miami Gardens Drive
North Miami Beach, Florida		33179

(Address of principal executive offices)		(Zip Code)

(305) 947-1664

(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:


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 1.01 Entry into a Material Definitive Agreement.

On September 23, 2008, Equity One, Inc., a Maryland corporation (the “Company”), entered into a common stock purchase agreement (the “Common Stock Purchase Agreement”) with MGN America LLC (“MGN”), an entity affiliated with the Company’s largest stockholder, Gazit-Globe, Ltd., and which may be deemed to be controlled by Chaim Katzman, the chairman of the Company’s board of directors, to purchase 440,000 shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), at a price of $21.47 per share. The closing of the transaction (the “Concurrent Sale”) was conditioned upon the substantially simultaneous consummation of the public offering of the Company’s Common Stock described below.

Concurrently with the execution of the Common Stock Purchase Agreement, the Company and MGN entered into a registration rights agreement (the “Registration Rights Agreement”). The Registration Rights Agreement provides that at any time beginning six months after the consummation of the Concurrent Sale, and subject to certain limitations, MGN can request that the Company file up to two registration statements registering all or a portion of its registrable shares. The Registration Rights Agreement also provides customary “piggyback” registration rights pursuant to which MGN may include its shares in certain registration statements filed by the Company. The Company is required to pay all fees and expenses, other than underwriting discounts and commissions, relating to the registration of MGN’s shares pursuant to the Registration Rights Agreement.

On September 24, 2008, the Company entered into an underwriting agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc., as representatives of the several underwriters (the “Underwriting Agreement”), with respect to the issue and sale of 2,200,000 shares of the Company’s common stock (the “Public Offering”). The Company also granted the underwriters an option to purchase up to 330,000 additional shares of Common Stock to cover over-allotments. The shares of Common Stock were registered under the Securities Act of 1933, as amended, pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-150707), filed with the Securities and Exchange Commission on May 7, 2008, and were offered to the public at $21.47 per share.

On September 29, 2008, both the Public Offering and the Concurrent Sale were consummated in accordance with their respective terms.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

	1.1		Underwriting Agreement dated as of September 24, 2008 between Equity One, Inc. and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc. and several other underwriters.

	5.1		Opinion of Venable LLP.

	10.1		Common Stock Purchase Agreement dated as of September 23, 2008 between Equity One, Inc. and MGN America LLC.

	10.2		Registration Rights Agreement dated as of September 23, 2008 between Equity One, Inc. and MGN America LLC.

	23.1		Consent of Venable LLP (included 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 hereunto duly authorized.


	EQUITY ONE, INC.
Date: September 29, 2008	By:	/s/ Arthur L. Gallagher
		Arthur L. Gallagher
		Executive Vice President, General Counsel and Secretary

INDEX TO EXHIBITS


Exhibit Number		Description of Exhibit

	1.1	Underwriting Agreement dated as of September 24, 2008 between Equity One, Inc. and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc. and several other underwriters.

	5.1	Opinion of Venable LLP.

	10.1	Common Stock Purchase Agreement dated as of September 23, 2008 between Equity One, Inc. and MGN America LLC.

	10.2	Registration Rights Agreement dated as of September 23, 2008 between Equity One, Inc. and MGN America LLC.

	23.1	Consent of Venable LLP (included in Exhibit 5.1 hereto).