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
COLONY FINANCIAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Maryland | 27-0419483 | |
| (State of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
| 2450 Broadway, 6th Floor Santa Monica, California |
90404 | |
| (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 | |
| 7.50% Series B 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:
333-187610
Securities to be registered pursuant to Section 12(g) of the Act:
None.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant’s Securities to be Registered.
A description of the preferred stock to be registered hereunder is contained in the section entitled “Description of Our Series B Preferred Stock” in the Registrant’s prospectus supplement dated June 12, 2014, as filed with the U.S. Securities and Exchange Commission on June 13, 2014 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 Colony Financial, Inc. (incorporated by reference to Exhibit 3.1 to Amendment No. 5 to the Company’s Registration Statement on Form S-11 (No. 333-160323) filed on September 23, 2009) | |
| 3.2 | Articles Supplementary designating Colony Financial, Inc.’s 8.50% Series A Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25.00 per share, par value $0.01 per share (incorporated by reference to Exhibit 3.2 to the Company’s Form 8-A filed on March 20, 2012) | |
| 3.3* | Articles Supplementary designating Colony Financial, Inc.’s 7.50% Series B Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25.00 per share, par value $0.01 per share | |
| 4.1 | Form of stock certificate evidencing the 8.50% Series A Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25.00 per share, par value $0.01 per share (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-A filed on March 20, 2012) | |
| 4.2* | Form of stock certificate evidencing the 7.50% Series B Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25.00 per share, par value $0.01 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.
| Date: June 19, 2014 | COLONY FINANCIAL, INC. | |||||
| By: | /s/ Ronald M. Sanders | |||||
| Ronald M. Sanders Vice President and Chief Legal Officer | ||||||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 3.1 | Articles of Amendment and Restatement of Colony Financial, Inc. (incorporated by reference to Exhibit 3.1 to Amendment No. 5 to the Company’s Registration Statement on Form S-11 (No. 333-160323) filed on September 23, 2009) | |
| 3.2 | Articles Supplementary designating Colony Financial, Inc.’s 8.50% Series A Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25.00 per share, par value $0.01 per share (incorporated by reference to Exhibit 3.2 to the Company’s Form 8-A filed on March 20, 2012) | |
| 3.3* | Articles Supplementary designating Colony Financial, Inc.’s 7.50% Series B Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25.00 per share, par value $0.01 per share | |
| 4.1 | Form of stock certificate evidencing the 8.50% Series A Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25.00 per share, par value $0.01 per share (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-A filed on March 20, 2012) | |
| 4.2* | Form of stock certificate evidencing the 7.50% Series B Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25.00 per share, par value $0.01 per share | |
| * | Filed herewith. |