Form 8-A12B DUPONT FABROS TECHNOLOGY
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
DUPONT FABROS TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in Its Charter)
Maryland | 20 8718331 | |
(State of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
1212 New York Avenue, N.W., Suite 900 Washington, D.C. |
20005 | |
(Address of Principal Executive Offices) | (Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered |
Name of each exchange on which each class is to be registered | |
6.625% Series C Cumulative Redeemable Perpetual Preferred Stock |
The New York Stock Exchange |
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), please check the following box. ¨
Securities Act registration statement file number to which this form relates:
333-204635
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 preferred stock to be registered hereunder is contained in the section entitled Description of Our Series C Preferred Stock in the Registrants prospectus supplement dated May 10, 2016, as filed with the U.S. Securities and Exchange Commission on May 10, 2016 under Rule 424(b)(5), and under Description of Preferred Stock in the accompanying prospectus, which descriptions are incorporated herein by reference.
Item 2. Exhibits.
Exhibit No. | Description | |
3.1 | Articles of Amendment and Restatement of Incorporation of DuPont Fabros Technology, Inc. (incorporated by reference to Exhibit 3.1 of the Registrants Registration Statement on Form S-4, filed by the Registrant on March 15, 2010 (Registration No. 333-165465)) | |
3.2 | Articles Supplementary to Articles of Amendment and Restatement of Incorporation of DuPont Fabros Technology, Inc. (incorporated by reference to Exhibit 3.1 of the Registrants Current Report on Form 8-K, filed by the Registrant on December 10, 2015) | |
3.3 | Articles Supplementary designating DuPont Fabros Technology, Inc.s 7.875% Series A Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25.00 per share, par value $0.001 per share (incorporated by reference to Exhibit 3.2 of the Registrants Form 8-A, filed by the Registrant on October 18, 2010) | |
3.4.1 | Articles Supplementary designating DuPont Fabros Technology, Inc.s 7.625% Series B Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25.00 per share, par value $0.001 per share (incorporated by reference to Exhibit 3.1 of the Registrants Current Report on Form 8-K, filed by the Registrant on March 9, 2011) | |
3.4.2 | Articles Supplementary establishing additional shares of DuPont Fabros Technology, Inc.s 7.625% Series B Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25.00 per share, par value $0.001 per share (incorporated by reference to Exhibit 3.1 of the Registrants Current Report on Form 8-K, filed by the Registrant on January 20, 2012) | |
3.5 | Articles Supplementary designating DuPont Fabros Technology, Inc.s 6.625% Series C Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25.00 per share, par value $0.001 per share (incorporated by reference to Exhibit 3.1 of the Registrants Current Report on Form 8-K, filed by the Registrant on May 17, 2016) | |
3.6 | Second Amended and Restated Bylaws of DuPont Fabros Technology, Inc. (incorporated by reference to Exhibit 3.1 of the Registrants Current Report on Form 8-K, filed by the Registrant on December 5, 2011) | |
4.1 | Form of stock certificate evidencing the 7.875% Series A Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25.00 per share, par value $0.001 per share (incorporated by reference to Exhibit 4.1 of the Registrants Form 8-A, filed by the Registrant on October 18, 2010) | |
4.2 | Form of stock certificate evidencing the 7.625% Series B Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25.00 per share, par value $0.001 per share (incorporated by reference to Exhibit 4.2 of the Registrants Form 8-A, filed by the Registrant on March 11, 2011) | |
4.3* | Form of stock certificate evidencing the 6.625% Series C Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25.00 per share, par value $0.001 per share. |
* | Filed herewith. |
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.
DUPONT FABROS TECHNOLOGY, INC. | ||||||
May 17, 2016 | /s/ Richard A. Montfort, Jr. | |||||
Richard A. Montfort, Jr. | ||||||
General Counsel and Secretary |
EXHIBIT INDEX
Exhibit No. | Description | |
3.1 | Articles of Amendment and Restatement of Incorporation of DuPont Fabros Technology, Inc. (incorporated by reference to Exhibit 3.1 of the Registrants Registration Statement on Form S-4, filed by the Registrant on March 15, 2010 (Registration No. 333-165465)) | |
3.2 | Articles Supplementary to Articles of Amendment and Restatement of Incorporation of DuPont Fabros Technology, Inc. (incorporated by reference to Exhibit 3.1 of the Registrants Current Report on Form 8-K, filed by the Registrant on December 10, 2015) | |
3.3 | Articles Supplementary designating DuPont Fabros Technology, Inc.s 7.875% Series A Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25.00 per share, par value $0.001 per share (incorporated by reference to Exhibit 3.2 of the Registrants Form 8-A, filed by the Registrant on October 18, 2010) | |
3.4.1 | Articles Supplementary designating DuPont Fabros Technology, Inc.s 7.625% Series B Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25.00 per share, par value $0.001 per share (incorporated by reference to Exhibit 3.1 of the Registrants Current Report on Form 8-K, filed by the Registrant on March 9, 2011) | |
3.4.2 | Articles Supplementary establishing additional shares of DuPont Fabros Technology, Inc.s 7.625% Series B Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25.00 per share, par value $0.001 per share (incorporated by reference to Exhibit 3.1 of the Registrants Current Report on Form 8-K, filed by the Registrant on January 20, 2012) | |
3.5 | Articles Supplementary designating DuPont Fabros Technology, Inc.s 6.625% Series C Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25.00 per share, par value $0.001 per share (incorporated by reference to Exhibit 3.1 of the Registrants Current Report on Form 8-K, filed by the Registrant on May 17, 2016) | |
3.6 | Second Amended and Restated Bylaws of DuPont Fabros Technology, Inc. (incorporated by reference to Exhibit 3.1 of the Registrants Current Report on Form 8-K, filed by the Registrant on December 5, 2011) | |
4.1 | Form of stock certificate evidencing the 7.875% Series A Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25.00 per share, par value $0.001 per share (incorporated by reference to Exhibit 4.1 of the Registrants Form 8-A, filed by the Registrant on October 18, 2010) | |
4.2 | Form of stock certificate evidencing the 7.625% Series B Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25.00 per share, par value $0.001 per share (incorporated by reference to Exhibit 4.2 of the Registrants Form 8-A, filed by the Registrant on March 11, 2011) | |
4.3* | Form of stock certificate evidencing the 6.625% Series C Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25.00 per share, par value $0.001 per share. |
* | Filed herewith. |
Exhibit 4.3
FORM OF CERTIFICATE FOR SHARES OF 6.625%
SERIES C CUMULATIVE REDEEMABLE PERPETUAL PREFERRED STOCK
Number | Shares | |
CUSIP 26613Q 403 |
SEE REVERSE FOR CERTAIN DEFINITIONS AND RESTRICTIONS
DUPONT FABROS TECHNOLOGY, INC.
a Corporation Formed Under the Laws of the State of Maryland
THIS CERTIFIES THAT |
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is the owner of |
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FULLY PAID AND NONASSESSABLE SHARES OF 6.625% SERIES C CUMULATIVE REDEEMABLE PERPETUAL PREFERRED STOCK, LIQUIDATION PREFERENCE $25.00 PER SHARE, $0.001 PAR VALUE PER SHARE, OF
DUPONT FABROS TECHNOLOGY, INC.
(the Corporation), transferable on the books of the Corporation by the registered holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the charter of the Corporation (the Charter) and the Bylaws of the Corporation and any amendments thereto. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.
Dated: | ||||||
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Secretary | President |
Countersigned and Registered:
Computershare Trust Company, N.A.
Transfer Agent and Registrar
DUPONT FABROS TECHNOLOGY, INC.
The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM | -as tenants in common | UNIF GIFT MIN ACT- | Custodian | |||
TEN ENT | -as tenants by the entireties | (Cust) (Minor) | ||||
JT TEN | -as joint tenants with right of survivorship and not as tenants in common | under Uniform Gifts to Minors | ||||
Act of | ||||||
(State) |
Additional abbreviations may also be used though not in the above list.
For Value Received, hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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(Please Print or Typewrite Name and Address Including Zip Code, of Assignee) |
Shares of the 6.625% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share, of the Corporation represented by the within Certificate, and do hereby irrevocably constitute and appoint attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.
Dated: |
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X |
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X |
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NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. | ||||||
Signature(s) Guaranteed |
By |
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THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15 |
The shares of Series C Cumulative Redeemable Perpetual Preferred Stock represented by this certificate are subject to restrictions on Beneficial and Constructive Ownership and Transfer for the purpose, among others, of the Corporations maintenance of its status as a Real Estate Investment Trust under the Internal Revenue Code of 1986, as amended, (the Code). Subject to certain further restrictions and except as expressly provided in the Corporations Charter, as amended, (i) no Person may Beneficially or Constructively Own in excess of 9.8% (in value or number of shares, whichever is more restrictive) of the Corporations Series C Preferred Stock; (ii) no Person shall Beneficially Own shares of Series C Preferred Stock to the extent that such Beneficial Ownership would result in the Corporation being closely held within the meaning of Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year); (iii) no Person shall Transfer shares of Series C Preferred Stock to the extent such Transfer would result in the Capital Stock being beneficially owned by less than one hundred (100) Persons, as determined under the principles of Section 856(a)(5) of the Code (determined under the principles of Section 856(a)(5) of the Code); and (iv) no Person shall Constructively Own shares of Series C Preferred Stock to the extent such Constructive Ownership would cause the Corporation to Constructively Own ten percent (10%) or more of the ownership interest in a tenant of the Corporations real property within the meaning of Section 856(d)(2)(B) of the Code. Any Person who Beneficially or Constructively Owns or attempts to Beneficially or Constructively Own shares of Series C Preferred Stock which causes or will cause a Person to Beneficially or Constructively Own shares of Series C Preferred Stock in excess or in violation of the above limitations must immediately notify the Corporation. If any of the restrictions on transfer or ownership are violated, the shares of Series C Preferred Stock represented hereby will be automatically transferred to a Trustee of a Charitable Trust for the benefit of one or more Charitable Beneficiaries.
In addition, subject to certain further restrictions and except as expressly provided in the Corporations Charter, (i) no Person (other than a Qualified Institutional Investor) shall Beneficially or Constructively Own shares of Capital Stock in excess of three and three-tenths percent (3.3%) in value of the aggregate of the outstanding shares of Capital Stock, excluding any outstanding shares of Capital Stock not treated as outstanding for federal income tax purposes, unless such Person is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (ii) no person (other than a Qualified Institutional Investor) shall Beneficially or Constructively Own shares of Common Stock in excess of three and three-tenths percent (3.3%) in value or in number of shares, whichever is more restrictive of the outstanding shares of Common Stock, excluding any outstanding shares of Common Stock not treated as outstanding for federal income tax purposes, unless such Person is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (iii) no Qualified Institutional Investor shall Beneficially or Constructively Own shares of Capital Stock in excess of nine and eight-tenths percent (9.8%) in value of the aggregate of the outstanding shares of Capital Stock, excluding any outstanding shares of Capital Stock not treated as outstanding for federal income tax purposes, unless such Qualified Institutional Investor is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (iv) no Qualified Institutional Investor shall Beneficially or Constructively Own shares of the Corporations Common Stock in excess of nine and eight-tenths percent (9.8%) in value or number of shares, whichever is more restrictive, of the outstanding shares of Common Stock, excluding any outstanding shares of Common Stock not treated as outstanding for federal income tax purposes, unless such Qualified Institutional Investor is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (v) no Person shall Beneficially Own shares of Capital Stock to the extent that such Beneficial Ownership would result in the Corporation being closely held within the meaning of Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year); (vi) no Person shall Transfer shares of Capital Stock to the extent such Transfer would result in the Capital Stock being beneficially owned by less than one hundred (100) Persons, as determined under the principles of Section 856(a)(5) of the Code (determined under the principles of Section 856(a)(5) of the Code); and (vii) no Person shall Constructively Own shares of Capital Stock to the extent such Constructive Ownership would cause the Corporation to Constructively Own ten percent (10%) or more of the ownership interest in a tenant of the Corporations real property within the meaning of Section 856(d)(2)(B) of the Code. Any Person who Beneficially or Constructively Owns or attempts to Beneficially or Constructively Own shares of Capital Stock or Common Stock which causes or will cause a Person to Beneficially or Constructively Own shares of Capital or Common Stock in excess or in violation of the above limitations must immediately notify the Corporation. If any of the restrictions on transfer or ownership are violated, the shares of Capital Stock represented hereby will be automatically transferred to a Trustee of a Charitable Trust for the benefit of one or more Charitable Beneficiaries. In addition, upon the occurrence of certain events, attempted Transfers in violation of the restrictions described above may be void ab initio. All capitalized terms in this legend have the meanings defined in the Charter of Corporation, as the same may be amended from time to time, a copy of which, including the restrictions on transfer and ownership, will be furnished to each holder of Series C Preferred Stock of the Corporation on request and without charge.
The Corporation will furnish to any stockholder on request and without charge a full statement of the designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption of the stock of each class which the Corporation is authorized to issue, to the extent they have been set, and of the authority of the Board of Directors to set the relative rights and preferences of a subsequent series of a preferred or special class of stock. Such request may be made to the Secretary of the Corporation or to its transfer agent.
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