FORM 8-A/A-3
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AmeriVest Properties Inc.
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(Exact Name of registrant as specified in its charter)
Maryland 84-1240264
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
3333 South Wadsworth Blvd., Suite D-216, Lakewood, Colorado 80227
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(Address of principal executive officer) (Zip Code)
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
N/A N/A
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
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(Title of class)
Redeemable Common Stock Purchase Warrants
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
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Pursuant to a vote of stockholders of AmeriVest Properties Inc. (the
"Company") at the June 29, 1999 annual meeting of the Company's stockholders,
the Company has reincorporated under the laws of the State of Maryland (the
"Reincorporation"). The Company previously was incorporated under the laws of
the State of Delaware. The Reincorporation was accomplished by the merger of the
Company with and into a wholly-owned subsidiary incorporated under Maryland law
(the "Maryland Subsidiary"). As a result of the Reincorporation, the Company's
legal domicile was changed from Delaware to Maryland. This registration
statement on Form 8-A/A-3 contains a description of the Company's $.001 par
value common stock (the "Common Stock") and redeemable Common Stock purchase
warrants (the "Warrants") under Maryland law following the Reincorporation.
At the time of the Reincorporation, each outstanding share of the Company's
then-outstanding $.001 par value common stock (the "Delaware Common Stock") was
converted into one share of $.001 par value common stock of the Maryland
Subsidiary (the "Maryland Common Stock"). In addition, each outstanding option
or warrant to purchase shares of Delaware Common Stock continued outstanding as
a right to purchase shares of Maryland Common Stock upon the same terms and
conditions as immediately prior to the Reincorporation.
Following the Reincorporation, each outstanding certificate representing
shares of Delaware Common Stock continued to represent the same number of shares
of Maryland Common Stock, and delivery of certificates for shares of Delaware
Common Stock will constitute "good delivery" for transactions in the shares of
Maryland Common Stock. It was not necessary for stockholders of the Company to
surrender or exchange certificates representing Delaware Common Stock for
certificates representing Maryland Common Stock, nor was it necessary for
holders of Warrants to surrender or exchange certificates representing Warrants.
Common Stock
Each share of the Common Stock is entitled to share equally with each other
share of Common Stock in dividends from sources legally available therefor,
when, as, and if declared by the Company's Board Of Directors (the "Board") and,
upon the liquidation, dissolution or winding up of the Company, whether
voluntary or involuntary, to share equally in the assets of the Company that are
available for distribution to the holders of the Common Stock. Each holder of
Common Stock of the Company is entitled to one vote per share for all purposes,
except that in the election of directors, each holder shall have the right to
vote such number of shares for as many persons as there are directors to be
elected. Cumulative voting is not allowed in the election of directors or for
any other purpose, and the holders of Common Stock have no preemptive rights,
redemption rights or rights of conversion with respect to the Common Stock.
Because voting rights are not cumulative, the holders of more than 50% of the
shares of Common Stock of the Company could, if they chose to do so, elect all
the directors of the Company.
All outstanding shares of Common Stock are, and all shares that may be sold
and issued upon exercise, if any, of the Warrants described below will be, fully
paid and nonassessable by the Company. The Board is authorized to issue
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additional shares of Common Stock within the limits prescribed by the Company's
Articles Of Incorporation and without stockholder action.
The Company has reserved a sufficient number of shares of Common Stock for
issuance in the event that all the Warrants are exercised. In addition, the
Company has reserved a sufficient number of shares of Common Stock for issuance
upon the exercise of options under the Company's Stock Option Plans.
Warrants
General. Each Warrant is exercisable to purchase one share of Common Stock
for $5.40 per share until November 13, 2000. As of December 6, 1999, 2,049,435
Warrants were outstanding and an additional 164,831 Warrants were reserved for
issuance upon the exercise of outstanding underwriters warrants.
Current Registration Statement Required For Exercise. In order for a holder
to exercise that holder's Warrants, there must be a current registration
statement on file with the SEC and with various state securities commissions to
continue registration of the issuance of the shares of Common Stock underlying
the Warrants. The Company intends to maintain a current registration statement
during the period that the Warrants are exercisable unless the market price of
the Common Stock underlying the Warrants would create no economic incentive for
exercise of the Warrants. To date, no material economic incentive for exercise
has existed. On July 29, 1999, the highest trading price for the Common Stock,
as reported by the Nasdaq Small Cap Market, was $5.43. During the past year, no
other trading price equaled or exceeded that figure. If these circumstances
continue to exist during the entire exercise period of the Warrants, the
Warrants could expire without the holders having had an opportunity to exercise
their Warrants and realize any material economic return.
The maintenance of a currently effective registration statement could
result in substantial expense to the Company, and there is no assurance that the
Company will be able to maintain a current registration statement covering the
shares of Common Stock issuable upon exercise of the Warrants. Although there
can be no assurance, the Company believes that it will be able to qualify the
shares of Common Stock underlying the Warrants for sale in those states in which
the holders of the Warrants reside. The Warrants may be deprived of any value if
a current Prospectus covering the shares of Common Stock issuable upon exercise
of the Warrants is not kept effective or if the underlying shares are not
qualified in the states in which holders of the Warrants reside.
Exercise Of Warrants. Warrants may be exercised upon the surrender, on or
prior to the expiration of the exercise period, of the certificate representing
the Warrant, together with the form of "Election To Purchase" on the reverse
side of the certificate executed as indicated and accompanied by payment of the
full exercise price for the number of Warrants being exercised. No rights of a
stockholder inure to a holder of Warrants until such time as a holder has
exercised Warrants and has been issued shares of Common Stock.
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Redemption. The Warrants are redeemable by the Company at any time prior to
their exercise or expiration upon 30 days prior written or published notice,
provided however, that the closing bid quotation for the Common Stock for at
least 15 of the 20 business days ending on the third day prior to the Company's
giving notice of redemption has been at least 125% of the then effective
exercise price of the Warrants. The redemption price for the Warrants is $.02
per Warrant. Any Warrant holder that does not exercise prior to the date set
forth in the Company's notice of redemption will forfeit the right to exercise
the Warrants and purchase the shares of Common Stock underlying those Warrants.
Any Warrants outstanding after the redemption date will be deprived of any value
except the right to receive the redemption price of $.02 per Warrant.
Item 2. Exhibits
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Number Description
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3.1 Articles Of Incorporation filed with the Maryland Secretary Of
State on June 28, 1999 (1)
4.1 Form of Warrant Certificate (2)
4.23 Form of Warrant Agreement (2)
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(1) Incorporated by reference from the Company's definitive Proxy Statement
filed with the Securities And Exchange Commission on May 27, 1999.
(2) Incorporated by reference from the Company's Registration Statement on Form
SB-2 dated August 30, 1996 (Registration No. 333-5114-D).
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.
AMERIVEST PROPERTIES INC.
Date: December 14, 1999 By: /s/ James F. Etter
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James F. Etter, Chief Executive Officer
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