8-A12G 1 d8a12g.htm RESOURCE REAL ESTATE OPPORTUNITY REIT INC Resource Real Estate Opportunity REIT Inc

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-A

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

Resource Real Estate Opportunity REIT, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   27-0331816
(State of incorporation or organization)   (I.R.S. Employer Identification No.)

One Commerce Square

2005 Market Street, 15th Floor

Philadelphia, Pennsylvania 19103

(Address and Zip Code of Principal Executive Offices)

 

 

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

None    None

 

 

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), please check the following box.    ¨

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.    x

Securities Act registration statement file number to which this form relates: 333-160463

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

Common Stock, $.01 par value per share

(Title of class)

 

 

 


ITEM 1. DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED.

The description of the common stock, $0.01 par value per share, of Resource Real Estate Opportunity REIT, Inc. (the “Company”) registered hereby is incorporated herein by reference to “Suitability Standards” and “Description of Shares” in the Company’s Registration Statement on Form S-11, as filed with the Securities and Exchange Commission on March 3, 2011 (File No. 333-160463) (the “Registration Statement”). The Company further incorporates by reference herein any changes to the description of its common stock filed in a supplement or amendment to the Registration Statement, as such Registration Statement may be amended or supplemented from time to time.

 

ITEM 2. EXHIBITS

 

1. Amended and Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Pre-Effective Amendment No. 3 to the Company’s Registration Statement on Form S-11 (No. 333-160463) filed February 9, 2010).

 

2. Bylaws of the Company (incorporated by reference to Exhibit 3.2 to Pre-Effective Amendment No. 3 to the Company’s Registration Statement on Form S-11 (No. 333-160463) filed February 9, 2010).

 

3. Statement regarding restrictions on transferability of shares of common stock (to appear on stock certificate or to be sent upon request and without charge to stockholders issued shares without certificates) (incorporated by reference to Exhibit 4.2 to Pre-Effective Amendment No. 2 to the Company’s Registration Statement on Form S-11 (No. 333-160463) filed November 12, 2009).

 

4. Form of Subscription Agreement (incorporated by reference to Appendix B to the prospectus that is part of Post-Effective Amendment No. 3 to the Company’s Registration Statement on Form S-11 (No. 333-160463) filed March 3, 2011).

 

5. Amended and Restated Distribution Reinvestment Plan (incorporated by reference to Appendix B to Cumulative Supplement No. 9 to the prospectus that is part of Post-Effective Amendment No. 3 to the Company’s Registration Statement on Form S-11 (No. 333-160463) filed March 3, 2011).

 

6. Share Redemption Program (incorporated by reference to Exhibit 4.4 to Pre-Effective Amendment No. 4 to the Company’s Registration Statement on Form S-11 (No. 333-160463) filed May 7, 2010).

 

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SIGNATURES

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.

 

    RESOURCE REAL ESTATE OPPORTUNITY REIT, INC.
Date: April 28, 2011     By:  

/s/ Alan F. Feldman

      Alan F. Feldman
      Chief Executive Officer and Director