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 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ASHFORD HOSPITALITY PRIME, INC.
(Exact name of registrant as specified in its charter)
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Maryland |
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46-2488594 |
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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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(Address of principal executive offices) |
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(Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class to be so registered |
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Name of each exchange on which
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5.50% Series B Cumulative Convertible Preferred Stock, par value $0.01 per share |
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The New York Stock Exchange, LLC |
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. x
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. o
Securities Act registration statement file number to which this form relates (if applicable): 333-200718
Securities to be registered pursuant to Section 12(g) of the Act: None .
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant’s Securities to be Registered.
A description of the 5.50% Series B Cumulative Convertible Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”) of Ashford Hospitality Prime, Inc. (the “Registrant”), is set forth under the captions “Description of the Series B Preferred Stock,” “Description of Capital Stock,” “Material Provisions of Maryland Law and of Our Charter and Bylaws” and “Additional Federal Income Tax Considerations” in the Registrant’s prospectus supplement dated April 26, 2016 and under the captions “Description of Preferred Stock” and “Material Federal Income Tax Considerations” in the Registrant’s base prospectus dated February 13, 2015, as filed by the Registrant with the Securities and Exchange Commission (the “SEC”) on February 13, 2015, pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which prospectus constitutes a part of the Registrant’s Registration Statement on Form S-3 (No. 333-200718). The summary descriptions of the Series B Preferred Stock do not purport to be complete and are qualified in their entirety by reference to the exhibits, which are hereby incorporated herein and may be amended from time to time.
Item 2. Exhibits.
The following exhibits to this Registration Statement on Form 8-A are incorporated by reference from the documents specified which have been filed with the SEC.
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Exhibit Number |
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Description |
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1 |
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Prospectus filed pursuant to Rule 424(b)(2) under the Securities Act on February 13, 2015 (incorporated herein by reference). |
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2 |
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Prospectus Supplement filed pursuant to Rule 424(b)(5) under the Securities Act on April 28, 2016 (incorporated herein by reference). |
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3 |
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Articles of Amendment and Restatement of Ashford Hospitality Prime, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on November 12, 2013). |
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Amended and Restated Bylaws of Ashford Hospitality Prime, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on November 12, 2013). |
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5 |
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Articles Supplementary for 5.50% Series B Cumulative Convertible Preferred Stock of Ashford Hospitality Prime, Inc., accepted for record and certified by the Maryland State Department of Assessments and Taxation on December 4, 2015 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on December 10, 2015). |
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6 |
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Articles Supplementary Establishing Additional Shares of Series B Preferred Stock of Ashford Hospitality Prime, Inc., accepted for record and certified by the Maryland State Department of Assessments and Taxation on April 27, 2016. |
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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Date: April 29, 2016 |
ASHFORD HOSPITALITY PRIME, INC. |
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By: |
/s/ David A. Brooks |
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Name: |
David A. Brooks |
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Title: |
Chief Operating Officer, General Counsel and Secretary |
INDEX TO EXHIBITS
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Exhibit Number |
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Description |
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1 |
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Prospectus filed pursuant to Rule 424(b)(2) under the Securities Act on February 13, 2015 (incorporated herein by reference). |
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2 |
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Prospectus Supplement filed pursuant to Rule 424(b)(5) under the Securities Act on April 28, 2016 (incorporated herein by reference). |
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Articles of Amendment and Restatement of Ashford Hospitality Prime, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on November 12, 2013). |
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4 |
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Amended and Restated Bylaws of Ashford Hospitality Prime, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on November 12, 2013). |
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5 |
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Articles Supplementary for 5.50% Series B Cumulative Convertible Preferred Stock of Ashford Hospitality Prime, Inc., accepted for record and certified by the Maryland State Department of Assessments and Taxation on December 4, 2015 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on December 10, 2015). |
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6 |
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Articles Supplementary Establishing Additional Shares of Series B Preferred Stock of Ashford Hospitality Prime, Inc., accepted for record and certified by the Maryland State Department of Assessments and Taxation on April 27, 2016. |
Exhibit 6
ASHFORD HOSPITALITY PRIME, INC.
ARTICLES SUPPLEMENTARY ESTABLISHING ADDITIONAL SHARES
OF SERIES B PREFERRED STOCK
Ashford Hospitality Prime, Inc., a Maryland corporation (the “ Corporation ”), having its principal office in Baltimore City, Maryland and its corporate office in Dallas, Texas certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST : Under a power contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Corporation’s charter (“ Charter ”), the Board of Directors (the “ Board ”) previously classified and designated 2,600,000 shares of the unissued preferred stock, par value $.01 per share, of the Corporation as 5.50% Series B Cumulative Convertible Preferred Stock (the “ Series B Preferred Stock ”), having the preferences, rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption as set forth in the “Articles Supplementary Establishing and Fixing the Rights and Preferences of a Series of Preferred Stock” filed by the Corporation with the State Department of Assessments and Taxation of Maryland on December 4, 2015 (the “ Series B Articles Supplementary ”).
SECOND: Under a power contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Corporation’s Charter, the Board of Directors on April 22, 2016, classified an additional 400,000 shares of preferred stock as Series B Preferred Stock, par value $.01 per share, having all of the preferences, rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption as set forth in the Series B Articles Supplementary, with the result that the Corporation shall, upon the filing and acceptance for record of these Articles Supplementary have authorized an aggregate of 3,000,000 shares of Series B Preferred Stock, all of which shall constitute a single series of preferred stock.
THIRD : These Articles Supplementary have been approved by the Board in the manner and by the vote required by law.
FOURTH : These Articles Supplementary shall be effective at the time the State Department of Assessments and Taxation of Maryland accepts these Articles Supplementary for record.
The undersigned President of the Corporation acknowledges these Articles Supplementary to be the act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned President acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be executed in its name and on its behalf by its President and attested to by its Secretary as of this 27th day of April 2016.
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ASHFORD HOSPITALITY PRIME, INC. |
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By: |
/s/ Douglas A. Kessler |
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President |
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ATTEST: |
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By: |
/s/ David A. Brooks |
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Secretary |