- Securities Registration (section 12(b)) (8-A12B)
April 18 2011 - 11:54AM
Edgar (US Regulatory)
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
ASHFORD HOSPITALITY TRUST, INC.
(Exact name of registrant as specified in its charter)
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Maryland
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86-1062192
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(State of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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14185 Dallas Parkway, Suite 1100
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75254
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Dallas, Texas
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(Zip Code)
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(Address of Principal Executive Offices)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which
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to be so registered
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each class is to be registered
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9.000% Series E Cumulative Preferred Stock*
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The New York 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), check the following box.
þ
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.
o
Securities Act registration statement file number to which this form relates:
333-162750
Securities to be registered pursuant to Section 12(g) of the Act:
None.
*
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Application has been made for listing pursuant to the requirements of The New York
Stock Exchange.
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrants Securities to be Registered.
A description of the preferred stock to be registered hereunder is contained in the section
entitled Description of Series E Preferred Stock in the Registrants prospectus supplement dated
April 13, 2011, as filed with the Commission on April 14, 2011 under Rule 424(b)(2) and under
Description of our Capital Stock and Description of our Preferred Stock in the accompanying
prospectus, which descriptions are incorporated herein by reference.
Item 2. Exhibits.
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Exhibit No.
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Description
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3.1
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Articles of Amendment and Restatement of the Registrant
(incorporated by reference to Exhibit 3.1 to Form S-1l/A,
filed on July 31, 2003)
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3.2
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Articles Supplementary designating the Registrants 8.55%
Series A Cumulative Preferred Stock, liquidation
preference $25.00 per share, par value $0.01 per share
(incorporated herein by reference to Exhibit 4.1 of the
Registrants Current Report on Form 8-K filed on September
21, 2004)
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3.3
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Articles Supplementary designating the Registrants Series
B-1 Convertible Preferred Stock, liquidation preference
$25.00 per share, par value $0.01 per share (incorporated
herein by reference to Exhibit 4.1 of the Registrants
Current Report on Form 8-K filed on January 4, 2005)
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3.4
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Articles Supplementary designating the Registrants Series
C Cumulative Preferred Stock, liquidation preference
$25.00 per share, par value $0.01 per share (incorporated
herein by reference to Exhibit 4.4 of the Registrants
Current Report on Form 8-K filed on April 12, 2007)
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3.5
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Articles Supplementary designating the Registrants 8.45%
Series D Cumulative Preferred Stock, liquidation
preference $25.00 per share, par value $.01 per share (incorporated
by reference to Exhibit 3.5 of the Registrants Form 8-A, filed
July 17, 2007)
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3.6*
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Articles Supplementary designating the Registrants Series
9.000% Series E Cumulative Preferred Stock, liquidation
preference $25.00 per share, par value $.01 per share
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3.7
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Amended and Restated Bylaws of the Registrant
(incorporated by reference to Exhibit 3.2 to Form S-1l/A,
filed on July 31, 2003)
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3.8
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Amendment No. 1 to Amended and Restated Bylaws
(incorporated by reference to Exhibit 3.2.2 to Form 10-K,
filed on March 29, 2004)
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3.9
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Amendment No. 2 to Amended and Restated Bylaws
(incorporated by reference to Exhibit 3.1 to Form 8-K,
filed November 12, 2010)
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4.1
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Form of certificate for common stock (incorporated by
reference to Exhibit 4.1 of Form S-11/A, filed on August
20, 2003)
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4.2*
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Form of stock certificate evidencing the 9.000% Series E
Cumulative Preferred Stock of the Registrant, liquidation
preference $25.00 per share, par value $0.01 per share
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized.
Dated: April 18, 2011
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ASHFORD HOSPITALITY TRUST, INC.
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By:
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/s/
David Kimichik
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David Kimichik
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Chief Financial Officer and Treasurer
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EXHIBIT INDEX
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Exhibit No.
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Description
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3.1
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Articles of Amendment and Restatement of the Registrant
(incorporated by reference to Exhibit 3.1 to Form S-1l/A,
filed on July 31, 2003)
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3.2
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Articles Supplementary designating the Registrants 8.55%
Series A Cumulative Preferred Stock, liquidation preference
$25.00 per share, par value $0.01 per share (incorporated
herein by reference to Exhibit 4.1 of the Registrants Current
Report on Form 8-K filed on September 21, 2004)
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3.3
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Articles Supplementary designating the Registrants Series B-1
Convertible Preferred Stock, liquidation preference $25.00 per
share, par value $0.01 per share (incorporated herein by
reference to Exhibit 4.1 of the Registrants Current Report on
Form 8-K filed on January 4, 2005)
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3.4
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Articles Supplementary designating the Registrants Series C
Cumulative Preferred Stock, liquidation preference $25.00 per
share, par value $0.01 per share (incorporated herein by
reference to Exhibit 4.4 of the Registrants Current Report on
Form 8-K filed on April 12, 2007)
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3.5
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Articles Supplementary designating the Registrants 8.45%
Series D Cumulative Preferred Stock, liquidation preference
$25.00 per share, par value $.01 per share
(incorporated by reference to Exhibit 3.5 of the Registrants
Form 8-A, filed July 17, 2007)
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3.6*
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Articles Supplementary designating the Registrants Series
9.000% Series E Cumulative Preferred Stock, liquidation
preference $25.00 per share, par value $.01 per share
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3.7
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Amended and Restated Bylaws of the Registrant (incorporated by
reference to Exhibit 3.2 to Form S-1l/A, filed on July 31,
2003)
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3.8
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Amendment No. 1 to Amended and Restated Bylaws (incorporated
by reference to Exhibit 3.2.2 to Form 10-K, filed on March 29,
2004)
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3.9
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Amendment No. 2 to Amended and Restated Bylaws (incorporated
by reference to Exhibit 3.1 to Form 8-K, filed November 12,
2010)
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4.1
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Form of certificate for common stock (incorporated by
reference to Exhibit 4.1 of Form S-11/A, filed on August 20,
2003)
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4.2*
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Form of stock certificate evidencing the 9.000% Series E
Cumulative Preferred Stock of the Registrant, liquidation
preference $25.00 per share, par value $0.01 per share
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* Filed herewith
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