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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
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For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
CAPSTONE CAPITAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
MARYLAND 63-1115479
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
1000 URBAN CENTER DRIVE, SUITE 630, BIRMINGHAM, ALABAMA 35242
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A(c)(1), please
check the following box: [ ]
If this form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant to
General Instruction A(c)(2), please check the following box: [ ]
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
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% SERIES A CUMULATIVE PREFERRED STOCK NEW YORK STOCK EXCHANGE
PAR VALUE $.001 PER SHARE
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.
A description of the Series A Cumulative Preferred Stock, par
value $.001 per share (the "Series A Preferred Stock") to be registered
hereunder is contained in the section entitled "Description of Capital Stock --
Preferred Stock" on pages 21 through 23 of the Prospectus included in the
Registrant's Form S-3 Registration Statement, No. 333-31639, as filed on July
18, 1997 and as supplemented by the information in the section entitled
"Description of Series A Preferred Stock" on pages S-10 through S-14 of the
Prospectus Supplement dated September ,1997 as filed as part of Amendment No.
2 to the Registration Statement on September 17, 1997. Such description is
incorporated herein by reference.
ITEM 2. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
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1.0 Amended and Restated Articles of Incorporation of the Company,
incorporated by reference to Exhibit 3.1 to the Company's Form S-11
Registration Statement No. 33-77788, dated April 15, 1994, together with
Amendment to Articles of Incorporation incorporated by reference to
Exhibit 3.3 to the Company's Form S-11 Registration Statement
No. 33-77788, and Amendment to Articles of Incorporation incorporated by
reference to Exhibit 3.4 to Amendment No. 2 to the Company's Form S-11
Registration Statement No. 33-77788.
2.0 Amended and Restated Bylaws of the Company, incorporated by reference to
Exhibit 3.2 to Amendment No. 1 to the Company's Form S-11 Registration
Statement No. 33-89756, dated March 6, 1995.
3.0 Form of Articles Supplementary classifying the Series A Cumulative
Preferred Stock, incorporated by reference to Exhibit 3.1 to Amendment
No. 2 to the Company's Form S-3 Registration Statement No. 333-31639,
dated September 17, 1997.
4.0 Specimen share certificate for Company's Series A Cumulative
Preferred Stock, incorporated by reference to Exhibit 4.6 to Amendment
No. 2 to the Company's Form S-3 Registration Statement No. 333-31639,
dated September 17, 1997.
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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 undersigned, thereto duly authorized.
Dated: September 25, 1997
CAPSTONE CAPITAL CORPORATION
By: /S/ John W. McRoberts
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John W. McRoberts
President and Chief Executive Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
LOCATED AT
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NUMBER
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<S> <C> <C>
1.0 Amended and Restated Articles of Incorporation of the Company, *
incorporated by reference to Exhibit 3.1 to the Company's Form S-11
Registration Statement No. 33-77788, dated April 15, 1994, together
with Amendment to Articles of Incorporation incorporated by reference to
Exhibit 3.3 to the Company's Form S-11 Registration Statement No. 33-
77788, and Amendment to Articles of Incorporation incorporated by
reference to Exhibit 3.4 to Amendment No. 2 to the company's form S-11
Registration Statement No. 33-77788.
2.0 Amended and Restated Bylaws of the Company, incorporated by reference *
to Exhibit 3.2 to Amendment No. 1 to the Company's Form S-11
Registration Statement No. 33-89756, dated March 6, 1995.
3.0 Form of Articles Supplementary Classifying the Series A *
Cumulative Preferred Stock.
4.0 Specimen share certificate for Company's Series A Cumulative *
Preferred Stock.
</TABLE>
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* Incorporated by reference. See "Item 2. Exhibits" at sequential page 2
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