SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------------------------------ 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) APRIL 3, 2001 -------------------------------- ALEXANDRIA REAL ESTATE EQUITIES, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Maryland 1-12993 95-4502084 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer Of Incorporation) File Number) Identification No.) 135 NORTH LOS ROBLES AVENUE, SUITE 250, PASADENA, CALIFORNIA 91101 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (626)578-0777 ------------------------------ N/A - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS. On April 3, 2001, Alexandria Real Estate Equities, Inc. (the "Company") entered into a Placement Agreement with McDonald Investments Inc. ("McDonald"), pursuant to which McDonald has acted as placement agent in connection with the direct sale by the Company to institutional investors of 500,000 shares of the Company's common stock, par value $.01 per share (the "Shares"), at a purchase price of $36.444 per share, for an aggregate purchase price of $18,222,000. The Shares have been registered under the Securities Act of 1933, as amended (the "Act"), pursuant to an effective Registration Statement on Form S-3 (Registration No. 333-56451). In connection with the sale, the Company has filed a Prospectus Supplement, dated April 3, 2001, and a Base Prospectus, dated June 30, 1998, with the Securities and Exchange Commission pursuant to Rule 424(b)(5) promulgated under the Act. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. Items (a) and (b) are inapplicable. (c) Exhibits. Exhibit 1.1 Placement Agreement, dated April 3, 2001, by and between the Company and McDonald Investments Inc. SIGNATURE Pursuant to the requirements of the Securities and 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: April 6, 2001 By: /s/ Peter J. Nelson ------------------- ------------------------------------- Name: Peter J. Nelson Title: Chief Financial Officer and Senior Vice President EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT SEQUENTIALLY NUMBERED PAGE -------------- ------- -------------------------- 1.1 Placement Agreement, dated as of April 3, 2001, by and between the Company and McDonald