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As filed with the Securities and Exchange Commission on February 10, 2000
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO
SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
ALEXANDRIA REAL ESTATE EQUITIES, INC.
(Exact name of Registrant as Specified in its Charter)
MARYLAND 95-4502084
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(State of Incorporation or (I.R.S. Employer Identification No.)
Organization)
135 NORTH LOS ROBLES AVENUE
SUITE 250
PASADENA, CALIFORNIA 91101
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(Address of principal executive offices)
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of
securities pursuant to Section securites pursuant to Section 12(g)
12(b) of the Exchange Act and is of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), please check the Instruction A.(d), please check the
following box. [X] following box. [ ]
Securities Act registration statement file number to which this
form relates: N/A
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
- ------------------- ------------------------------
Preferred Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: NONE
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ITEM 1 DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On February 4, 2000, the Board of Directors of Alexandria Real
Estate Equities, Inc. (the "Company") authorized a dividend distribution of one
right (each, a "Right") for each outstanding share of common stock of the
Company, par value $.01 per share (the "Common Stock"), to stockholders of
record at the close of business on February 24, 2000 (the "Record Date"). Each
Right entitles the registered holder, subject to the terms of the Rights
Agreement (as defined below), to purchase from the Company one one-hundredth of
a share of Series A Junior Participating Preferred Stock, par value $.01 per
share (the "Preferred Stock"), at a Purchase Price of $120, subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and American Stock
Transfer & Trust Company, a New York corporation, as Rights Agent.
The Rights Agreement (including the form of Rights
Certificate (defined below)) and the Articles Supplementary relating to the
Preferred Stock, as filed with the State Department of Assessments and
Taxation of Maryland on February 10, 2000 (the "Preferred Stock Articles
Supplementary"), are attached hereto and incorporated herein by reference.
The following summary description of the Rights and the Preferred Stock does
not purport to be complete and is qualified in its entirety by reference to
all of the terms and provisions of the Rights Agreement and the Preferred
Stock Articles Supplementary, including the definitions therein of certain
terms.
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate certificates
representing Rights (the "Rights Certificates") will be distributed. The Rights
will separate from the Common Stock and a "Distribution Date" will occur upon
the earlier of (i) ten (10) days following a public announcement that a person
or group of affiliated or associated persons (an "Acquiring Person") has
acquired, or obtained the right to acquire, beneficial ownership of fifteen
percent (15%) or more of the outstanding shares of Common Stock; or (ii) ten
(10) business days (or such later date as the Board shall determine) following
the commencement of a tender offer or exchange offer that would result in a
person or group becoming an Acquiring Person). Until the Distribution Date, (i)
the Rights will be represented by the Common Stock certificates and will be
transferred with and only with such Common Stock certificates, (ii) new Common
Stock certificates issued after the Record Date will contain a notation
incorporating the Rights Agreement by reference and (iii) the surrender or
transfer of any certificates for Common Stock outstanding will also constitute
the transfer of the Rights associated with the Common Stock represented by such
certificate. Pursuant to the Rights Agreement, the Company reserves the right to
require, prior to the occurrence of a Triggering Event (as defined below), that,
upon any exercise of Rights, a number of Rights be exercised so that only whole
shares of Preferred Stock will be issued.
The Rights are not exercisable until the Distribution Date and
will expire at the close of business on February 10, 2010, unless earlier
redeemed or exchanged by the Company as described below.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights. Except as otherwise determined by
the Board, only shares of Common Stock issued prior to the Distribution Date
will be issued with Rights.
In the event that a person becomes an Acquiring Person (except
pursuant to an offer for all outstanding shares of Common Stock that the Board
determines to be fair to and not inadequate and otherwise in the best interests
of the Company and its stockholders), each holder of a Right
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will Thereafter have the right to receive, upon exercise, at the option of
the Board of Directors, (i) Common Stock, (ii) one one-hundredths of a share
of Preferred Stock and/or (iii) cash, property or other securities of the
Company, each of (i), (ii) and (iii) having a value equal to two times the
exercise price of the Right. Notwithstanding any of the foregoing, following
the occurrence of the event set forth in this paragraph, all Rights that are,
or (under certain circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person will be null and void. However,
Rights are not exercisable following the occurrence of the event set forth
above until such time as the Rights are no longer redeemable by the Company
as set forth below.
For example, at an exercise price of $120 per Right, each
Right not owned by an Acquiring Person (or by certain related parties) following
an event set forth in the preceding paragraph would entitle its holder to
purchase $240 worth of Common Stock (or other consideration, as noted above) for
$120. Assuming that the Common Stock had a per share value of $30 at such time,
the holder of each valid Right would be entitled to purchase 8 shares of Common
Stock for $120.
In the event that, at any time following the Stock Acquisition
Date, (i) the Company is acquired in a merger or other business combination
transaction in which the Company is not the surviving corporation (other than a
merger which follows an offer described in the second preceding paragraph), or
(ii) fifty percent (50%) or more of the Company's assets, cash flow or earning
power is sold or transferred, each holder of a Right (except Rights which
previously have been voided as set forth above) shall thereafter have the right
to receive, upon exercise, common stock of the acquiring company having a value
equal to two times the exercise price of the Right. The events set forth in this
paragraph and in the second preceding paragraph are referred to as the
"Triggering Events."
At any time after a person becomes an Acquiring Person and
prior to the acquisition by such person or group of fifty percent (50%) or more
of the outstanding Common Stock, the Board may exchange the Rights (other than
Rights owned by such person or group which have become void), in whole or in
part, at an exchange ratio of one share of Common Stock, or one one-hundredths
of a share of Preferred Stock (or of a share of a class or series of the
Company's preferred stock having equivalent rights, preferences and privileges),
per Right (subject to adjustment).
At any time until ten (10) days following the Stock
Acquisition Date, the Company may redeem the Rights in whole, but not in part,
at a price of $.01 per Right (payable in cash, Common Stock or other
consideration deemed appropriate by the Board). Immediately upon the action of
the Board ordering redemption of the Rights, the Rights will terminate and the
only right of the holders of Rights will be to receive the $.01 redemption
price.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends. While the distribution of the Rights
will not be taxable to stockholders or to the Company, stockholders may,
depending upon the circumstances, recognize taxable income in the event that the
Rights become exercisable for Common Stock, Preferred Stock or other
consideration of the Company or for common stock of the acquiring company as set
forth above.
Any of the provisions of the Rights Agreement may be amended
by the Board prior to the Distribution Date. After the Distribution Date, the
provisions of the Rights Agreement may be amended by the Board in order to cure
any ambiguity, to make changes which do not adversely affect the interests of
holders of Rights, or to shorten or lengthen any time period under the Rights
Agreement; PROVIDED, HOWEVER, that no amendment may be made at such time as the
Rights are not redeemable.
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As of February 9, 2000, there were outstanding 13,778,022
shares of Common Stock. So long as the Rights are attached to the Common
Stock, the Company will issue one Right with each new share of Common Stock
issued. Five-hundred thousand (500,000) shares of Preferred Stock are
initially reserved for issuance upon exercise of the Rights.
ITEM 2 EXHIBITS.
1 Articles of Amendment and Restatement of the Company;
incorporated by reference to Exhibit 3.1 to the Company's
Quarterly Report on Form 10-Q for the period ended June 30,
1997, filed with the Commission on August 14, 1997.
2 Certificate of Correction of the Company; incorporated by
reference to Exhibit 3.2 to the Company's Quarterly Report on
Form 10-Q for the period ended June 30, 1997, filed with the
Commission on August 14, 1997.
3 Bylaws of the Company (adopted February 4, 2000; Effective
February 16, 2000); incorporated by reference to Exhibit 3.1
to the Company's Current Report on Form 8-K, dated
February 10, 2000.
4 Articles Supplementary, dated June 9, 1999, relating to the
Company's 9.50% Series A Cumulative Redeemable Preferred
Stock; incorporated by reference to Exhibit 3.5 of the
Company's Quarterly Report on Form 10-Q for the period ended
June 30, 1999, filed with the Commission on August 13, 1999.
5 Articles Supplementary, dated February 10, 2000, relating to
the election to be subject to Subtitle 8 of Title 3 of the
Maryland General Corporation Law; incorporated by reference
to Exhibit 3.2 to the Company's Current Report on Form 8-K,
dated February 10, 2000.
6 Articles Supplementary, dated February 10, 2000, relating to
the Series A Junior Participating Preferred Stock;
incorporated by reference to Exhibit 3.3 to the Company's
Current Report on Form 8-K, dated February 10, 2000.
7 Rights Agreement, dated as of February 10, 2000, between
the Company and American Stock Transfer & Trust Company, as
Rights Agent, including the form of the Articles Supplementary
setting forth the terms of the Series A Junior Participating
Preferred Stock, par value $.01 per share, as Exhibit A, the
form of Rights Certificate as Exhibit B and the Summary of
Rights to Purchase Preferred Stock as Exhibit C; incorporated
by reference to Exhibit 4.1 to the Company's Current Report on
Form 8-K, dated February 10, 2000. Pursuant to the Rights
Agreement, printed Rights Certificates will not be mailed
until after the Distribution Date (as such term is defined
in the Rights Agreement).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this Registration Statement
to be signed on its behalf by the under signed, thereto duly authorized.
ALEXANDRIA REAL ESTATE EQUITIES, INC.
By: /s/ Peter J. Nelson
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Name: Peter J. Nelson
Title: Chief Financial Officer and
Senior Vice President
Date: February 10, 2000
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EXHIBIT INDEX
Exhibit Description
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1 Articles of Amendment and Restatement of the Company;
incorporated by reference to Exhibit 3.1 to the
Company's Quarterly Report on Form 10-Q for the period
ended June 30, 1997, filed with the Commission on
August 14, 1997.
2 Certificate of Correction of the Company; incorporated
by reference to Exhibit 3.2 to the Company's Quarterly
Report on Form 10-Q for the period ended June 30, 1997,
filed with the Commission on August 14,1997.
3 Bylaws of the Company (adopted February 4, 2000;
Effective February 16, 2000); incorporated by reference
to Exhibit 3.1 to the Company's Current Report on Form
8-K, dated February 10, 2000.
4 Articles Supplementary, dated June 9, 1999, relating to
the Company's 9.50% Series A Cumulative Redeemable
Preferred Stock; incorporated by reference to Exhibit
3.5 of the Company's Quarterly Report on Form 10-Q for
the period ended June 30, 1999, filed with the
Commission on August 13, 1999.
5 Articles Supplementary, dated February 10, 2000,
relating to the election to be subject to Subtitle 8 of
Title 3 of the Maryland General Corporation Law;
incorporated by reference to Exhibit 3.2 to the
Company's Current Report on Form 8-K, dated February
10, 2000.
6 Articles Supplementary, dated February 10, 2000,
relating to the Series A Junior Participating Preferred
Stock; incorporated by reference to Exhibit 3.3 to the
Company's Current Report on Form 8-K, dated February
10, 2000.
7 Rights Agreement, dated as of February 10, 2000,
between the Company and American Stock Transfer &
Trust Company, as Rights Agent, including the form
of the Articles Supplementary setting forth the
terms of the Series A Junior Participating Preferred
Stock, par value $.01 per share, as Exhibit A, the
form of Rights Certificate as Exhibit B and the
Summary of Rights to Purchase Preferred Stock as
Exhibit C; incorporated by reference to Exhibit 4.1
to the Company's Current Report on Form 8-K, dated
February 10, 2000. Pursuant to the Rights Agreement,
printed Rights Certificates will not be mailed until
after the Distribution Date (as such term is defined
in the Rights Agreement).
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