Securities Registration (section 12(b)) (8-a12b)
September 15 2017 - 8:01AM
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
URSTADT BIDDLE PROPERTIES
INC.
(Exact Name of Registrant as Specified in Its
Charter)
Maryland
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04-2458042
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(State of
incorporation or organization)
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(IRS
Employer Identification No.)
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321 Railroad Avenue
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Greenwich, CT
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06830
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(Address of
Principal Executive Offices)
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(Zip
Code)
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Securities to be registered
pursuant to Section 12(b) of the Act:
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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6.250% Series H Cumulative Redeemable
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New York Stock Exchange, Inc.
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Preferred Stock, liquidation preference $25.00
per
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share, par value $0.01 per share
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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. ☒
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), check the following
box. ☐
Securities Act registration
statement file number to which this form relates:
333-218635
Securities to be registered
pursuant to Section 12(g) of the Act:
None
INFORMATION REQUIRED IN
REGISTRATION STATEMENT
Item 1. Description of
Registrants Securities to be Registered.
A description of the 6.250%
Series H Cumulative Redeemable Preferred Stock, liquidation preference $25.00
per share (the
Series H Preferred
Stock
), which is to be
registered under this registration statement, is contained under the caption
Description of the Series H Preferred Stock in the Prospectus Supplement,
dated September 13, 2017, to the Prospectus, dated June 26, 2017, constituting a
part of the Registration Statement on Form S-3 (File No. 333-218635) of Urstadt Biddle Properties Inc. (the
Company
), filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the
Securities Act
). Such
description and the related information contained under the caption Description
of Capital Stock in the Prospectus, dated June 26, 2017, are incorporated by
reference into this registration statement, and any description of the Series H
Preferred Stock included in a form of Prospectus Supplement subsequently filed
by the Company under Rule 424(b) under the Securities Act relating to the Series
H Preferred Stock will be deemed to be incorporated by reference into this
registration statement.
Item 2.
Exhibits.
3.1
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(a)
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Amended
Articles of Incorporation of the Company, dated December 30, 1996
(incorporated by reference to Exhibit 3.1(a) to the Companys Quarterly
Report on Form 10-Q for the period ended April 30, 2013 (SEC File No.
001-12803)).
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(b)
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Articles Supplementary
of the Company, dated March 12, 1997, classifying the Companys Series A
Participating Preferred Shares (incorporated by reference to Exhibit
3.1(b) to the Companys Quarterly Report on Form 10-Q for the period ended
April 30, 2013 (SEC File No. 001-12803)).
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(c)
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Articles of Amendment
with Name Change, dated March 11, 1998, to the Companys Amended Articles
of Incorporation (incorporated by reference to Exhibit 3.1(c) to the
Companys Quarterly Report on Form 10-Q for the period ended April 30,
2013 (SEC File No. 001-12803)).
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(d)
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Articles Supplementary
of the Company, dated June 16, 1998, classifying the Companys Class A
Common Stock (incorporated by reference to Exhibit 3.1(d) to the Companys
Quarterly Report on Form 10-Q for the period ended April 30, 2013 (SEC
File No. 001-12803)).
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(e)
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Articles Supplementary
of the Company, dated April 7, 2005, classifying the Companys Series D
Senior Cumulative Preferred Stock (incorporated by reference to Exhibit
3.1(e) to the Companys Quarterly Report on Form 10-Q for the period ended
April 30, 2013 (SEC File No. 001-12803)).
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(f)
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Certificate of
Correction, dated April 29, 2005, to the Articles Supplementary of the
Company dated April 7, 2005 (incorporated by reference to Exhibit 3.1(f)
to the Companys Quarterly Report on Form 10-Q for the period ended April
30, 2013 (SEC File No. 001-12803)).
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(g)
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Articles Supplementary
of the Company, dated April 29, 2005, classifying 850,000 additional
shares of the Companys Series D Senior Cumulative Preferred Stock
(incorporated by reference to Exhibit 3.1(g) to the Companys Quarterly
Report on Form 10-Q for the period ended April 30, 2013 (SEC File No.
001-12803)).
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(h)
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Articles Supplementary
of the Company, dated June 3, 2005, classifying 450,000 additional shares
of the Companys Series D Senior Cumulative Preferred Stock (incorporated
by reference to Exhibit 3.1(h) to the Companys Quarterly Report on Form
10-Q for the period ended April 30, 2013 (SEC File No.
001-12803)).
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(i)
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Articles Supplementary
of the Company, dated October 22, 2012, classifying the Companys Series F
Cumulative Redeemable Preferred Stock (incorporated by reference to
Exhibit 3.1(i) to the Companys Quarterly Report on Form 10-Q for the
period ended April 30, 2013 (SEC File No. 001-12803)).
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(j)
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Articles of Amendment,
dated March 21, 2013, to the Companys Amended Articles of Incorporation
(incorporated by reference to Exhibit 3.1(j) to the Companys Quarterly
Report on Form 10-Q for the period ended April 30, 2013 (SEC File No.
001-12803)).
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(k)
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Articles Supplementary
of the Company, dated October 23, 2014, classifying the Companys Series G
Cumulative Redeemable Preferred Stock (incorporated by reference to
Exhibit 3.1 to the Companys Current Report on Form 8-K filed with the
Securities and Exchange Commission on October 27, 2014 (SEC File No.
001-12803)).
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(l)
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Articles Supplementary
of the Company, dated December 12, 2014, reclassifying several series of
the Companys preferred stock (incorporated by reference to Exhibit 99.2
to the Companys Current Report on Form 8-K filed with the Securities and
Exchange Commission on December 16, 2014 (SEC File No.
001-12803)).
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(m)
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Articles Supplementary of the Company, dated September 14, 2017, classifying the Companys Series H Cumulative Redeemable Preferred Stock.*
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3.2
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Bylaws of the Company,
Amended and Restated as of December 11, 2014 (incorporated by reference to
Exhibit 99.1 to the Companys Current Report on Form 8-K filed with the
Securities and Exchange Commission on December 16, 2014 (SEC File No.
001-12803)).
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* Filed herewith
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.
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URSTADT BIDDLE PROPERTIES INC.
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(Registrant)
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DATE:
September 15, 2017
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By:
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/s/
Miyun Sung
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Miyun
Sung
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Senior Vice
President and
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Chief
Corporate Counsel
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EXHIBIT
INDEX
3.1
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(a)
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Amended
Articles of Incorporation of the Company, dated December 30, 1996
(incorporated by reference to Exhibit 3.1(a) to the Companys Quarterly
Report on Form 10-Q for the period ended April 30, 2013 (SEC File No.
001-12803)).
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(b)
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Articles Supplementary
of the Company, dated March 12, 1997, classifying the Companys Series A
Participating Preferred Shares (incorporated by reference to Exhibit
3.1(b) to the Companys Quarterly Report on Form 10-Q for the period ended
April 30, 2013 (SEC File No. 001-12803)).
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(c)
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Articles of Amendment
with Name Change, dated March 11, 1998, to the Companys Amended Articles
of Incorporation (incorporated by reference to Exhibit 3.1(c) to the
Companys Quarterly Report on Form 10-Q for the period ended April 30,
2013 (SEC File No. 001-12803)).
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(d)
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Articles Supplementary
of the Company, dated June 16, 1998, classifying the Companys Class A
Common Stock (incorporated by reference to Exhibit 3.1(d) to the Companys
Quarterly Report on Form 10-Q for the period ended April 30, 2013 (SEC
File No. 001-12803)).
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(e)
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Articles Supplementary
of the Company, dated April 7, 2005, classifying the Companys Series D
Senior Cumulative Preferred Stock (incorporated by reference to Exhibit
3.1(e) to the Companys Quarterly Report on Form 10-Q for the period ended
April 30, 2013 (SEC File No. 001-12803)).
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(f)
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Certificate of
Correction, dated April 29, 2005, to the Articles Supplementary of the
Company dated April 7, 2005 (incorporated by reference to Exhibit 3.1(f)
to the Companys Quarterly Report on Form 10-Q for the period ended April
30, 2013 (SEC File No. 001-12803)).
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(g)
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Articles Supplementary
of the Company, dated April 29, 2005, classifying 850,000 additional
shares of the Companys Series D Senior Cumulative Preferred Stock
(incorporated by reference to Exhibit 3.1(g) to the Companys Quarterly
Report on Form 10-Q for the period ended April 30, 2013 (SEC File No.
001-12803)).
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(h)
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Articles Supplementary
of the Company, dated June 3, 2005, classifying 450,000 additional shares
of the Companys Series D Senior Cumulative Preferred Stock (incorporated
by reference to Exhibit 3.1(h) to the Companys Quarterly Report on Form
10-Q for the period ended April 30, 2013 (SEC File No.
001-12803)).
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(i)
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Articles Supplementary
of the Company, dated October 22, 2012, classifying the Companys Series F
Cumulative Redeemable Preferred Stock (incorporated by reference to
Exhibit 3.1(i) to the Companys Quarterly Report on Form 10-Q for the
period ended April 30, 2013 (SEC File No. 001-12803)).
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(j)
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Articles of Amendment,
dated March 21, 2013, to the Companys Amended Articles of Incorporation
(incorporated by reference to Exhibit 3.1(j) to the Companys Quarterly
Report on Form 10-Q for the period ended April 30, 2013 (SEC File No.
001-12803)).
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(k)
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Articles Supplementary
of the Company, dated October 23, 2014, classifying the Companys Series G
Cumulative Redeemable Preferred Stock (incorporated by reference to
Exhibit 3.1 to the Companys Current Report on Form 8-K filed with the
Securities and Exchange Commission on October 27, 2014 (SEC File No.
001-12803)).
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(l)
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Articles Supplementary
of the Company, dated December 12, 2014, reclassifying several series of
the Companys preferred stock (incorporated by reference to Exhibit 99.2
to the Companys Current Report on Form 8-K filed with the Securities and
Exchange Commission on December 16, 2014 (SEC File No.
001-12803)).
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(m)
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Articles Supplementary of the Company, dated September 14, 2017, classifying the Companys Series H Cumulative Redeemable Preferred Stock.*
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3.2
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Bylaws of the Company,
Amended and Restated as of December 11, 2014 (incorporated by reference to
Exhibit 99.1 to the Companys Current Report on Form 8-K filed with the
Securities and Exchange Commission on December 16, 2014 (SEC File No.
001-12803)).
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* Filed herewith
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