Item 8.01 Other Events
On September 23, 2009, Avatar Holdings Inc., a Delaware corporation (the "Company"), Avatar Properties Inc. ("API"), a Florida corporation, and Frenchman's Yacht Club Developers, LLC, a Florida limited liability company ("Frenchman's" and, together with API, the "Subsidiaries") entered into an Underwriting Agreement (the "Underwriting Agreement") with Barclays Capital Inc. (the "Underwriter"). Subject to the terms and conditions of the Underwriting Agreement, the Company agreed to sell to the Underwriter 2,250,000 shares of the Company's common stock, par value $1.00 per share (the "Common Stock"). The shares of Common Stock were offered to the public at a price of $18.00 per share. The shares of Common Stock were offered to the Underwriter at a price of $17.10 per share. Net proceeds to the Company before expenses were $38,475,000. In addition, the Underwriter has been granted an over-allotment option to purchase an additional 337,500 shares of Common Stock. The closing with respect to the sale of the shares of Common Stock occurred on September 28, 2009. The Company intends to use the proceeds from the sale for general corporate purposes, including, without limitation, potential new acquisitions of real estate and real estate-related assets.
The shares of Common Stock are being issued and sold pursuant to the Company's shelf registration statement on Form S-3 (No. 333-161498) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. The Underwriting Agreement contains customary representations, warranties, conditions to closing and covenants of the parties. Pursuant to the Underwriting Agreement, the Company and the Subsidiaries have agreed to indemnify the Underwriter against certain liabilities, including civil liabilities under the Securities Act of 1933, as amended, or to contribute to payments that the Underwriter may be required to make in respect of those liabilities.
The foregoing summary of the Underwriting Agreement is qualified in its entirety by reference to the text of the Underwriting Agreement, which is attached as Exhibit 1.1 hereto and is incorporated herein. Item 9.01 Financial Statements and Exhibits

(d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated September 23, 2009, between Avatar Holdings Inc., Avatar Properties Inc., Frenchman's Yacht Club Developers, LLC and Barclays Capital Inc.

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