Capital Properties Inc/RI – ‘8-A12B’ on 6/6/97

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12B      Registration of a Class of Securities                  8±    34K 

Document Table of Contents

8-A12B
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FORM 8-A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
 PURSUANT TO SECTION 12(b) OR (g) OF THE
 SECURITIES EXCHANGE ACT OF 1934

CAPITAL PROPERTIES, INC.
(Exact name of registrant as specified in its charter)

Rhode Island                                               05-0386287         
(State of incorporation                                    (I.R.S. Employer   
    or organization)                                       Identification No.)

1 Hospital Trust Tower                                                          
Providence, Rhode Island                                    02903               
(Address of principal executive offices)                    (Zip Code)          

Securities to be registered pursuant to Section 12(b) of the Act:               

        Title of each class                     Name of each exchange on which
        to be so registered                     each class is to be registered

         Common Stock,                             American Stock Exchange
$1.00 par value per share                                           

Securities to be registered pursuant to Section 12(g) of the Act:               

None
(Title of Class)

Item 1.  Description of Registrant's Securities to be Registered                

         The  outstanding  Common  Stock of the  Registrant  is  fully  paid and
non-assessable.  The following summary  description of certain provisions of the
Registrant's  articles of  incorporation  does not purport to be complete and is
qualified in its entirety by reference to said provisions.                      

         The Registrant's  articles of incorporation  authorize 3,000,000 shares
of Common Stock, par value $1.00 per share. The Board of Directors is authorized
to issue  shares of the  Registrant's  Common  Stock  from time to time  without
shareholder approval.                                                           

Dividend Rights                                                                 

         Dividends  may be declared on the Common Stock out of the funds legally
available therefor.  The Registrant is a legal entity separate and distinct from
its subsidiaries.  Accordingly, the right of the Registrant and its shareholders
to participate in any  distribution  of the assets or earnings of any subsidiary
is  necessarily  subject to the prior claims of  creditors  of such  subsidiary,
except to the extent that claims of the Registrant in its capacity as a creditor
of any subsidiary may be recognized.                                            

Voting Rights                                                                   

         Each  holder of the Common  Stock is  entitled to one (1) vote for each
share held of record on the books of the  Registrant.  Shareholders  do not have
cumulative rights with respect to the election of directors.                    

Liquidation and Preemptive Rights                                               

         In the  event of the  liquidation,  dissolution  or  winding-up  of the
Registrant,  whether  voluntary or involuntary,  the holders of the Common Stock
will be  entitled  (after all debts of the  Registrant  have been paid) to share
ratably in all assets of the Registrant available for distribution to holders of
Common Stock.                                                                   

The holders of the Common Stock have no preemptive rights.    

Provisions Relating to Change in Control                                        

         The Registrant is subject to the Rhode Island Business  Combination Act
(the "Business Combination Act") which, subject to certain exceptions, prohibits
business   combinations   involving   certain   shareholders  of  publicly  held
corporations for a period of five years after such  shareholders  acquire 10% or
more of the  outstanding  voting stock of the  corporation (a "10%  Holder").  A
"business  combination" is defined to include a merger or  consolidation  of the
Registrant  with  the 10%  Holder,  a sale,  lease,  mortgage,  pledge  or other
disposition with the 10% Holder involving 10% of the Registrant's  assets, stock
or earning power,  a transaction  in which the 10% Holder  receives stock in the
Registrant  (other than in connection  with a rights exercise or involving a pro
rata  distribution  to all holders),  the adoption of a plan of  liquidation  or
dissolution   proposed  by  or   negotiated   with  the  10%   Holder,   or  any
reclassification,  recapitalization, consolidation or other transaction proposed
by or negotiated  with the 10% Holder which has the effect of increasing  his or
her proportionate stock ownership in the Registrant.                            

Item 2.  Exhibits                                                               

         The  securities  described  herein are to be registered on the American
Stock Exchange,  on which no other  securities of the Registrant are registered.
Accordingly, pursuant to Part II to the Instructions as to Exhibits on Form 8-A,
the  following  exhibits are not filed with,  or  incorporated  by reference in,
copies of this Registration Statement on Form 8-A filed with the Commission, but
are filed as part of this  Registration  Statement  on Form 8-A  filed  with the
American Stock Exchange except as provided below:                               

     1.1  Annual  Report of the  Registrant  on Form  10-KSB  for the year ended
December 31, 1996 (incorporated in Exhibit 6.1 hereto).                         

     2.2 Quarterly Report of the Registrant on Form 10-QSB for the quarter ended
March 31, 1997.                                                                 

     3.1 Proxy Statement of the Registrant, dated March 24, 1997, for the Annual
Meeting of Shareholders held April 29, 1997.                                    

     4.1 Form of Restated Articles of Incorporation of the Registrant (a copy of
which is filed herewith).                                                       

4.2 Bylaws of the Registrant, as amended.                             

     5.1 Specimen certificate  evidencing Common Stock (a copy of which is filed
herewith).                                                                      

     6.1 1996 Annual Report of the Registrant  submitted to the  Shareholders of
the Registrant.                                                                 

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 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, thereunto duly authorized.             

                                    CAPITAL PROPERTIES, INC.
                        (Registrant)

                        By:      /s/ Barbara J. Dreyer
                             BARBARA J. DREYER
                                             Director, President and Treasurer

Dated:  June 6, 1997                                                            

                                                                     Exhibit 4.1
Filing fee:  $70.00                                                             

FORM OF 
RESTATED ARTICLES OF INCORPORATION
OF
Capital Properties, Inc.

         Pursuant to the  provisions  of Section  7-1.1-59 of the General  Laws,
1956, as amended,  the  undersigned  corporation  adopts the following  Restated
Articles of Incorporation:                                                      

FIRST: The name of the corporation is Capital Properties, Inc.        

SECOND: The period of its duration is perpetual.                      

     THIRD:  The purpose or purposes  which the  corporation  is  authorized  to
pursue are:                                                                     

     To buy,  sell,  hold and  otherwise  deal in the  shares of stock and other
securities of any other corporation or corporations,  and to conduct any and all
lawful business for which  corporations  may be organized under the Rhode Island
Business Corporation Act.                                                       

     FOURTH.  The aggregate number of shares which the corporation has authority
to issue is 3,000,000 shares of common stock, $1.00 par value each.             

Note:    If the authorized  shares consist of one class only, insert a statement
         of the par value of such shares or a statement  that all of such shares
are without par value.                                        

         If the authorized  shares are divided into classes,  insert a statement
         of the number of shares of each class,  a statement of the par value of
         the  shares of each such  class or that such  shares  are  without  par
         value,  and a statement of the  preferences,  limitations  and relative
rights in respect of the shares of each class.                

         If the authorized shares of any preferred or special class are issuable
         in series,  insert a statement of the  designation  of each  series,  a
         statement of the variations in the relative  rights and  preferences as
         between  series  in so far as the same are  fixed  in the  articles  of
         incorporation  and a statement of any authority  vested in the board of
         directors to establish  series and fix and determine the  variations in
the relative rights and preferences as between series.        

     FIFTH:   Existing  provisions  limiting  or  denying  to  shareholders  the
preemptive  right to acquire  additional or treasury  shares of the  corporation
are:                                                                            

                  Shareholders  of the  corporation  shall  have  no  preemptive
         rights with respect to unissued or treasury  shares of the  corporation
         or securities  convertible into shares or carrying a right to subscribe
to or acquire shares of the corporation.                      

     SIXTH:  Existing  provisions  of the  articles  of  incorporation  for  the
regulation of the internal affairs of the corporation are:                      

         See Exhibit A attached hereto and made a part hereof.

     SEVENTH: The restated articles of incorporation correctly set forth without
change  the  corresponding  provisions  of  the  articles  of  incorporation  as
heretofore amended, and supersede the original articles of incorporation and all
amendments thereto.                                                             

Dated June 12, 1997                                  Capital Properties, Inc.   

                                      By       /s/ Barbara J. Dreyer

                                                Its..........President

                                      and      /s/ Edwin G. Torrance

                                                Its..........Secretary

STATE OF RHODE ISLAND      )                                                    
)        SC.              
COUNTY OF PROVIDENCE       )                                                    

         At Providence in said county on this 12th day of June, 1997, personally
appeared  before me  Barbara  J.  Dreyer,  who,  being by me first  duly  sworn,
declared that she is the President of Capital Properties,  Inc., that she signed
the foregoing document as President of the corporation,  and that the statements
therein contained are true.                                                     

                                                   /s/ Jacqueline G. Maynard
                                               Notary Public

(NOTARIAL SEAL)                                                                 

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3                                                                               

 EXHIBIT A

     "SIXTH:  Provisions (if any) for the regulation of the internal  affairs of
the corporation:                                                                

     I. (A) A Director of the corporation  shall not be personally liable to the
corporation  or  its  shareholders  for  monetary  damages  for  breach  of  the
Director's  duty as a Director,  except for (i)  liability for any breach of the
Director's  duty  of  loyalty  to  the  corporation  or its  shareholders,  (ii)
liability for acts or omissions  not in good faith or which involve  intentional
misconduct or a knowing  violation of law, (iii) liability  imposed  pursuant to
the provisions of Section 43 of the Rhode Island  Business  Corporation  Act, as
amended  (the  "Act"),  or  (iv)  liability  for  any  transaction  (other  than
transactions approved in accordance with Section 37.1 of the Act) from which the
Director  derived  an  improper  personal  benefit.  If the  Act is  amended  to
authorize   corporate  action  further  eliminating  or  limiting  the  personal
liability of  Directors,  then the  liability  of a Director of the  corporation
shall be eliminated or limited to the fullest extent so permitted. Any repeal or
modification of this provision by the corporation shall not adversely affect any
right or  protection  of a Director of the  corporation  existing  prior to such
repeal or modification.                                                         

     (B)  The  Directors  of  the  corporation  may  include  provisions  in the
corporation's  by-laws, or may authorize agreements to be entered into with each
Director,  officer,  employee or other agent of the corporation (an "Indemnified
Person"),  for the purpose of indemnifying  an Indemnified  Person in the manner
and to the extent permitted by the Act.                                         

     In  addition  to  the  authority   conferred  upon  the  Directors  of  the
corporation by the foregoing  paragraph,  the Directors of the  corporation  may
include  provisions in its by-laws,  or may  authorize  agreements to be entered
into with each Indemnified  Person,  for the purpose of indemnifying such person
in the manner and to the extent provided herein:                                

     (i) The by-law provisions or agreements  authorized hereby may provide that
the corporation shall, subject to the provisions of this Article, pay, on behalf
of an Indemnified  Person any Loss or Expenses  arising from any claim or claims
which are made against the Indemnified  Person (whether  individually or jointly
with other Indemnified  Persons) by reason of any Covered Act of the Indemnified
Person.                                                                         

(ii) For the purposes of this Article, when used herein               

     (1)  "Directors"  means any or all of the directors of the  corporation  or
those one or more  shareholders  or other persons who are  exercising any powers
normally vested in the board of directors;                                      

     (2)  "Loss"  means  any  amount  which an  Indemnified  Person  is  legally
obligated to pay for any claim for Covered Acts and shall include, without being
limited to, damages, settlements,  fines, penalties or, with respect to employee
benefit plans, excise taxes;                                                    

     (3) "Expenses"  means any expenses  incurred in connection with the defense
against any claim for Covered Acts, including,  without being limited to, legal,
accounting or  investigative  fees and expenses or bonds  necessary to pursue an
appeal of an adverse judgment; and                                              

     (4) "Covered Act" means any act or omission of an Indemnified Person in the
Indemnified Person's official capacity with the Corporation and while serving as
such or while  serving  at the  request  of the  Corporation  as a member of the
governing body, officer,  employee or agent of another  corporation,  including,
but not limited to  corporations  which are  subsidiaries  or  affiliates of the
Corporation,  partnership,  joint venture,  trust,  other enterprise or employee
benefit plan.                                                                   

     (iii) The by-law provisions or agreements  authorized hereby may cover Loss
or Expenses arising from any claims made against a retired  Indemnified  Person,
the estate,  heirs or legal  representative of a deceased  Indemnified Person or
the legal  representative of an incompetent,  insolvent or bankrupt  Indemnified
Person,  where the Indemnified  Person was an Indemnified Person at the time the
Covered Act upon which such claims are based occurred.                          

     (iv) Any by-law provisions or agreements  authorized hereby may provide for
the  advancement  of  Expenses  to an  Indemnified  Person  prior  to the  final
disposition  of  any  action,  suit  or  proceeding,  or any  appeal  therefrom,
involving such  Indemnified  Person and based on the alleged  commission by such
Indemnified  Person of a Covered Act,  subject to an undertaking by or on behalf
of such  Indemnified  Person to repay the same to the corporation if the Covered
Act involves a claim for which  indemnification  is not  permitted  under clause
(v), below, and the final disposition of such action, suit, proceeding or appeal
results in an adjudication adverse to such Indemnified Person.                  

     (v) The by-law provisions or agreements authorized hereby may not indemnify
an Indemnified  Person from and against any Loss, and the corporation  shall not
reimburse for any Expenses,  in connection with any claim or claims made against
an  Indemnified  Person which the  corporation  has  determined to have resulted
from:  (1)  any  breach  of the  Indemnified  Person's  duty of  loyalty  to the
corporation  or its  shareholders;  (2) acts or  omissions  not in good faith or
which involve  intentional  misconduct  or knowing  violation of law; (3) action
contravening  Section  43 of  the  Act;  or  (4) a  transaction  (other  than  a
transaction  approved in accordance with Section 37.1 of the Act) from which the
person seeking indemnification derived an improper personal benefit.            

     (vi) The  agreements  authorized  hereby may  contain  such other terms and
conditions,  consistent  with the  provisions of this  section,  as the board of
directors determines to be necessary or desirable.                              

     II.  Pursuant  to Section  7-1.1-30.3(2)  of the  General  Laws,  1956,  as
amended,  and except for  actions  pursuant  to Section  7-1.1-67,  7-1.1-70  or
7-1.1-72  of the  General  Laws,  1956,  as  amended,  whenever  the vote of the
shareholders  at a meeting  thereof is required or permitted to be taken for and
in  connection  with any  corporate  action,  such action may be taken without a
meeting by the  written  consent of less than all the  shareholders  entitled to
vote  thereon if the  shareholders  who so consent  would be entitled to cast at
least the minimum number of votes which would be required to take such action at
a meeting at which all shareholders entitled to vote thereon are present. Prompt
notice of such  action  shall be given to all  shareholders  who would have been
entitled to vote upon the action if such meeting were held."                    

50708                                                                Exhibit 5.1

COMMON STOCK                                                    COMMON STOCK    

NUMBER                                                          SHARES          

CP                                                                              

THIS CERTIFICATE IS TRANSFERABLE                              CUSIP 140430 10 9 
IN NEW YORK, NEW YORK                                                           
                                                             SEE REVERSE FOR
                                                             CERTAIN DEFINITIONS

CAPITAL PROPERTIES, INC.

INCORPORATED UNDER THE LAWS OF THE STATE OF RHODE ISLAND

THIS CERTIFIES that                                                             

is the owner of                                                                 

     FULLY PAID AND  NON-ASSESSABLE  SHARES OF THE COMMON STOCK OF THE PAR VALUE
OF $1.00  each of  CAPITAL  PROPERTIES,  INC.  transferable  on the books of the
Corporation by the holder hereof in person or by duly  authorized  attorney upon
surrender of this certificate  properly endorsed.  This certificate is not valid
until countersigned and registered by the Transfer Agent and Registrar.  WITNESS
the facsimile seal of the Corporation  and the facsimile  signatures of its duly
authorized officers.                                                            

Dated:                                                                          

____________________________    __________________________________________      
Secretary                              President              

                                                    CAPITAL PROPERTIES, 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                                
TEN ENT - as tenants by the entireties                        
JT TEN -- as joint tenants with right of                      
     survivorship and not as tenants
in common                 
UNIF GIFT MIN ACT ----------Custodian----------               
                         _________________(Cust)                     (Minor)
under Uniform Gifts to Minors Act                             

 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

......................................................................

................................................................................
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
................................................................................

................................................................................

................................................................................
Shares of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint..............................................
................................................................................

................................................................................

................................................................................

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     Attorney  to  transfer  the  said  stock on the  books of the  within-named
Corporation with full power of substitution in the premises.                    

Dated, .....................................                                    

     ___________________________________________________________________________
       NOTICE: The signature to this assignment must correspond with the name as
          written upon the face of the Certificate, in every particular, without
                              alteration or enlargement, or any change whatever.

SIGNATURE GUARANTEED:                  _________________________________________
                                     THE SIGNATURE(S) SHOULD 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.

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12B’ Filing		Date		First		Last			Other Filings
		6/12/97		2
Filed on:		6/6/97		2
		4/29/97		1
		3/31/97		1					10QSB
		3/24/97		1
		12/31/96		1					10KSB,  DEF 14A
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