SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 10, 2000 (February 4,
2000)
Alexandria Real Estate Equities, Inc.
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(Exact Name of Registrant as Specified in Charter)
Maryland 1-12993 95-4502084
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation File Number) Identification No.)
135 North Los Robles Avenue, Suite 250, Pasadena, California 91101
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (626) 578-0777
N/A
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Former Name or Former Address, if Changed Since Last Report
Item 5. OTHER EVENTS.
On February 4, 2000, the Board of Directors (the "Board") of
Alexandria Real Estate Equities, Inc. (the "Company") adopted a Stockholder
Rights Plan and approved amending the Company's bylaws and opting into certain
provisions of Subtitle 8 of Title 3 of the Maryland General Corporation Law
("MGCL").
1. ADOPTION OF STOCKHOLDER RIGHTS PLAN
On February 4, 2000, the Board authorized a dividend distribution
of one right (each, a "Right") for each outstanding share of common stock of the
Company, par value $.01 per share (the "Common Stock"), to stockholders of
record at the close of business on February 24, 2000 (the "Record Date"). Each
Right entitles the registered holder, subject to the terms of the Rights
Agreement (as defined below), to purchase from the Company one one-hundredth of
a share of Series A Junior Participating Preferred Stock, par value $.01 per
share (the "Preferred Stock"), at a Purchase Price of $120, subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and American Stock
Transfer & Trust Company, a New York corporation, as Rights Agent.
The Rights Agreement (including the form of Rights Certificate
(defined below)) and the Articles Supplementary relating to the Preferred
Stock, as filed with the State Department of Assessments and Taxation of
Maryland on February 10, 2000 (the "Preferred Stock Articles Supplementary"),
are attached hereto and incorporated herein by reference. The following
summary description of the Rights and the Preferred Stock does not purport to
be complete and is qualified in its entirety by reference to all of the terms
and provisions of the Rights Agreement and the Preferred Stock Articles
Supplementary, including the definitions therein of certain terms.
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate certificates
representing Rights (the "Rights Certificates") will be distributed. The Rights
will separate from the Common Stock and a "Distribution Date" will occur upon
the earlier of (i) ten (10) days following a public announcement that a person
or group of affiliated or associated persons (an "Acquiring Person") has
acquired, or obtained the right to acquire, beneficial ownership of fifteen
percent (15%) or more of the outstanding shares of Common Stock; or (ii) ten
(10) business days (or such later date as the Board shall
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determine) following the commencement of a tender offer or exchange offer that
would result in a person or group becoming an Acquiring Person). Until the
Distribution Date, (i) the Rights will be represented by the Common Stock
certificates and will be transferred with and only with such Common Stock
certificates, (ii) new Common Stock certificates issued after the Record Date
will contain a notation incorporating the Rights Agreement by reference and
(iii) the surrender or transfer of any certificates for Common Stock outstanding
will also constitute the transfer of the Rights associated with the Common Stock
represented by such certificate. Pursuant to the Rights Agreement, the Company
reserves the right to require, prior to the occurrence of a Triggering Event (as
defined below), that, upon any exercise of Rights, a number of Rights be
exercised so that only whole shares of Preferred Stock will be issued.
The Rights are not exercisable until the Distribution Date and
will expire at the close of business on February 10, 2010, unless earlier
redeemed or exchanged by the Company.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights. Except as otherwise determined by
the Board, only shares of Common Stock issued prior to the Distribution Date
will be issued with Rights.
In the event that a person becomes an Acquiring Person (except
pursuant to an offer for all outstanding shares of Common Stock that the
Board determines to be fair to and not inadequate and otherwise in the best
interests of the Company and its stockholders), each holder of a Right will
thereafter have the right to receive, upon exercise, at the option of the
Board of Directors, (i) Common Stock, (ii) one one-hundredths of a share of
Preferred Stock and/or (iii) cash, property or other securities of the
Company, each of (i), (ii) and (iii) having a value equal to two times the
exercise price of the Right. Notwithstanding any of the foregoing, following
the occurrence of the event set forth in this paragraph, all Rights that are,
or (under certain circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person will be null and void. However,
Rights are not exercisable following the occurrence of the event set forth
above until such time as the Rights are no longer redeemable by the Company
as set forth below.
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For example, at an exercise price of $120 per Right, each Right
not owned by an Acquiring Person (or by certain related parties) following an
event set forth in the preceding paragraph would entitle its holder to purchase
$240 worth of Common Stock (or other consideration, as noted above) for $120.
Assuming that the Common Stock had a per share value of $30 at such time, the
holder of each valid Right would be entitled to purchase 8 shares of Common
Stock for $120.
In the event that, at any time following the Stock Acquisition
Date, (i) the Company is acquired in a merger or other business combination
transaction in which the Company is not the surviving corporation (other than a
merger which follows an offer described in the second preceding paragraph), or
(ii) fifty percent (50%) or more of the Company's assets, cash flow or earning
power is sold or transferred, each holder of a Right (except Rights which
previously have been voided as set forth above) shall thereafter have the right
to receive, upon exercise, common stock of the acquiring company having a value
equal to two times the exercise price of the Right. The events set forth in this
paragraph and in the second preceding paragraph are referred to as the
"Triggering Events."
At any time after a person becomes an Acquiring Person and prior
to the acquisition by such person or group of fifty percent (50%) or more of the
outstanding Common Stock, the Board may exchange the Rights (other than Rights
owned by such person or group which have become void), in whole or in part, at
an exchange ratio of one share of Common Stock, or one one-hundredths of a share
of Preferred Stock (or of a share of a class or series of the Company's
preferred stock having equivalent rights, preferences and privileges), per Right
(subject to adjustment).
At any time until ten (10) days following the Stock Acquisition
Date, the Company may redeem the Rights in whole, but not in part, at a price of
$.01 per Right (payable in cash, Common Stock or other consideration deemed
appropriate by the Board). Immediately upon the action of the Board ordering
redemption of the Rights, the Rights will terminate and the only right of the
holders of Rights will be to receive the $.01 redemption price.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends. While the distribution of the Rights
will not be taxable to stockholders or to the Company, stockholders may,
depending upon the circumstances, recognize taxable income in the event that
the Rights become exercisable for
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Common Stock, Preferred Stock or other consideration of the Company or for
common stock of the acquiring company as set forth above.
Any of the provisions of the Rights Agreement may be amended by
the Board prior to the Distribution Date. After the Distribution Date, the
provisions of the Rights Agreement may be amended by the Board in order to cure
any ambiguity, to make changes which do not adversely affect the interests of
holders of Rights, or to shorten or lengthen any time period under the Rights
Agreement; PROVIDED, HOWEVER, that no amendment may be made at such time as the
Rights are not redeemable.
As of February 9, 2000, there were outstanding 13,778,022
shares of Common Stock. So long as the Rights are attached to the Common
Stock, the Company will issue one Right with each new share of Common Stock
issued.
2. ACTIONS UNDER MARYLAND LAW
In addition, on February 4, 2000, the Board resolved to amend
and restate the Company's bylaws, as set forth in the Bylaws of the Company
attached hereto as Exhibit 3.1, and to become subject to Sections 3-804(a)
and 3-804(c) of Subtitle 8 of Title 3 of the MGCL, as more particularly set
forth in the Articles Supplementary related thereto attached hereto as
Exhibit 3.2, which exhibits are incorporated herein by reference. Section
3-804(a) provides that, notwithstanding any provision of a company's charter
or bylaws allowing a lesser proportion of votes, the stockholders of that
company may remove any director by a vote of not less than two-thirds of all
the votes entitled to be cast on the matter. Section 3-804(c) permits the
Board to fill Board vacancies and provides that any director elected to fill
a vacancy will hold office for the remainder of the full term of the class of
directors in which the vacancy occurred.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
3.1 Bylaws of the Company (adopted February 4, 2000; Effective
February 16, 2000).
3.2 Articles Supplementary, dated February 10, 2000, relating to the
election to be subject to Subtitle 8 of Title 3 of the MGCL.
3.3 Articles Supplementary, dated February 10, 2000, relating to the
Series A Junior Participating Preferred Stock.
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4.1 Rights Agreement, dated as of February 10, 2000, between the
Company and American Stock Transfer & Trust Company, as Rights
Agent, including the form of the Articles Supplementary
setting forth the terms of the Series A Junior Participating
Preferred Stock, par value $.01 per share, as Exhibit A, the
form of Rights Certificate as Exhibit B and the Summary of
Rights to Purchase Preferred Stock as Exhibit C. Pursuant to
the Rights Agreement, printed Rights Certificates will not be
mailed until after the Distribution Date (as such term is
defined in the Rights Agreement).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Alexandria Real Estate Equities, Inc.
Date: February 10, 2000 By: /s/ Peter J. Nelson
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Name: Peter J. Nelson
Title: Chief Financial Officer
and Senior Vice President
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EXHIBIT INDEX
Exhibit Description
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3.1 Bylaws of the Company (adopted February 4, 2000; Effective
February 16, 2000).
3.2 Articles Supplementary, dated February 10, 2000, relating to the
election to be subject to Subtitle 8 of Title 3 of the MGCL.
3.3 Articles Supplementary, dated February 10, 2000, relating to the
Series A Junior Participating Preferred Stock.
4.1 Rights Agreement, dated as of February 10, 2000, between the
Company and American Stock Transfer & Trust Company, as
Rights Agent, including the form of the Articles
Supplementary setting forth the terms of the Series A Junior
Participating Preferred Stock, par value $.01 per share, as
Exhibit A, the form of Rights Certificate as Exhibit B and
the Summary of Rights to Purchase Preferred Stock as Exhibit
C. Pursuant to the Rights Agreement, printed Rights
Certificates will not be mailed until after the Distribution
Date (as such term is defined in the Rights Agreement).
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