Alexandria Real Estate Equities Inc – ‘8-K’ for 2/10/00

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         8     28K 
 2: EX-3.1      Articles of Incorporation/Organization or By-Laws     24     81K 
 3: EX-3.2      Articles of Incorporation/Organization or By-Laws      1      7K 
 4: EX-3.3      Articles of Incorporation/Organization or By-Laws     11     36K 
 5: EX-4.1      Instrument Defining the Rights of Security Holders    86    239K 

8-K   —   Current Report
Document Table of Contents

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  SECURITIES AND EXCHANGE COMMISSION

   Washington, D.C.  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): February 10, 2000 (February 4,
2000)                                                                           

   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

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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             
                                            ----------------------------------
                          Name:  Peter J. Nelson
                                  Title: Chief Financial Officer
                                           and Senior Vice President

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 EXHIBIT INDEX

Exhibit         Description                                                     
-------         -----------                                                     

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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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		2/10/10		3					SC 13G
		2/24/00		2
		2/16/00		5		8
Filed on / For Period End:		2/10/00		1		8			8-A12B,  SC 13G/A
		2/9/00		5
		2/4/00		1		8
									List all Filings

15 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/22/24  Alexandria RE Equities, Inc.      10-Q        3/31/24   77:58M
 1/29/24  Alexandria RE Equities, Inc.      10-K       12/31/23  106:63M
10/23/23  Alexandria RE Equities, Inc.      10-Q        9/30/23   81:54M
 7/24/23  Alexandria RE Equities, Inc.      10-Q        6/30/23   80:50M
 4/24/23  Alexandria RE Equities, Inc.      10-Q        3/31/23   76:46M
 1/30/23  Alexandria RE Equities, Inc.      10-K       12/31/22  100:95M
10/24/22  Alexandria RE Equities, Inc.      10-Q        9/30/22   79:62M
 7/25/22  Alexandria RE Equities, Inc.      10-Q        6/30/22   79:56M
 4/25/22  Alexandria RE Equities, Inc.      10-Q        3/31/22   78:58M
 1/31/22  Alexandria RE Equities, Inc.      10-K       12/31/21  103:96M
10/25/21  Alexandria RE Equities, Inc.      10-Q        9/30/21   80:71M
 7/26/21  Alexandria RE Equities, Inc.      10-Q        6/30/21   81:77M
 4/26/21  Alexandria RE Equities, Inc.      10-Q        3/31/21   80:79M
 2/01/21  Alexandria RE Equities, Inc.      10-K       12/31/20  110:78M
10/26/20  Alexandria RE Equities, Inc.      10-Q        9/30/20   81:58M