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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) OR (g) of the
Securities Exchange Act of 1934
Franklin Street Properties Corp.
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(Exact name of registrant as specified in its charter)
Maryland 04-3578653
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
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
Common Stock, $0.0001 par value per share American Stock Exchange
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If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A. (c), please check the following box. |_|
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A. (d), please check the following box. |_|
Securities Act registration statement file number to which this form relates:
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(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
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Title of Class)
Item 1: Description of Registrant's Securities to be Registered.
The Registrant's authorized capital stock consists of 180,000,000 shares of
common stock, par value $.0001 per share ("Common Stock") and 20,000,000 shares
of preferred stock, par value $.0001 per share ("Preferred Stock").
Each outstanding share of Common Stock entitles the holder thereof to one vote
on all matters submitted to a vote of stockholders. There is no cumulative
voting in the election of directors. Holders of shares of Common Stock have no
conversion, sinking fund or preemptive rights to subscribe for any securities of
the Registrant. Shares of Common Stock have equal dividend, distribution,
liquidation and other rights and have no preference or exchange rights.
Currently, no shares of Preferred Stock are issued or outstanding. The
Registrant's Board of Directors may authorize from time to time, without further
action by the stockholders, the issuance of shares of Preferred Stock in one or
more separately designated classes. The Board may set the preferences,
conversion or other rights, voting powers, restrictions, limitations as to
dividends or other distributions, qualifications and terms and conditions of
redemption of the shares of each class of Preferred Stock.
In order for the Registrant to maintain its qualification as a REIT, among other
things, not more than 50% in value of its outstanding shares of Common Stock and
Preferred Stock may be owned, directly or indirectly, by five or fewer
individuals. The Registrant's Articles of Incorporation provide that holders of
Common Stock and Preferred Stock, collectively, cannot beneficially or
constructively own more than 9.8% of the number of shares or value of the
Registrant's outstanding equity securities and that no stockholder will be able
to transfer or acquire shares that would result in the outstanding equity shares
of the Registrant being beneficially owned by fewer than 100 persons. The
Articles of Incorporation also provide that on an annual basis the Registrant
will use its best efforts to redeem any shares of Common Stock from holders who
desire to sell them. The purchase price paid by the Registrant will be 90% of
the fair market value of the shares purchased, as determined by the Board in its
sole and absolute discretion after consultation with an adviser selected by the
Board. The Registrant has no obligation to redeem shares of Common Stock during
any period that the Common Stock is listed for trading on a national securities
exchange or the Nasdaq National Market System.
The above is a summary and does not purport to be complete and is qualified by
the Articles of Incorporation and Bylaws which are filed as exhibits to this
Form 8-A.
Item 2: Exhibits.
The following exhibits are filed herewith :
3.1 Articles of Incorporation of the Registrant.
3.2. Restated Bylaws of the Registrant.
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.
Franklin Street Properties Corp.
By: /s/ George J. Carter
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George J. Carter
President and Chief Executive Officer
Dated: April 5, 2005