8-A12B 1 w55260e8-a12b.txt FORM 8-A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 Commercial Net Lease Realty, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 56-1431377 (I.R.S. EMPLOYER (State of Incorporation or Organization) Identification no.) 450 South Orange Avenue, Suite 900 Orlando, Florida 32801 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) If this form relates to the If this form relates to the registration of a class of registration of a class of securities pursuant to Section securities pursuant to Section 12(b) of the Exchange Act and is 12(g) of the Exchange Act and is effective pursuant to General effective pursuant to General Instruction A.(c), please check Instruction A.(d), please check the following box. [X] the following box. [ ] Securities Act registration statement file number to which this form relates: 333-66428 --------- (If applicable) 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 ------------------- ------------------------------ 9% Series A Non-Voting Preferred Stock, par value $.01 per share New York Stock Exchange (liquidation preference $25 per share) Securities to be registered pursuant to Section 12(g) of the Act: ----------------------------------------------------------------------------------------- (Title of Class) ----------------------------------------------------------------------------------------- (Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED This Registration Statement relates to the registration under the Securities Exchange Act of 1934, as amended, of shares of 9% Series A Non-Voting Preferred Stock, par value $.01 per share (liquidation preference $25 per share) (the "Series A Preferred Stock"), of Commercial Net Lease Realty, Inc., a Maryland corporation (the "Registrant"). The description of the Series A Preferred Stock to be registered hereunder is set forth under the caption "Description of CNLR Stock - Preferred Stock" in the Registrant's Registration Statement on Form S-4 (File No. 333-66428), filed with the Commission on August 1, 2001, which description is incorporated herein by reference. ITEM 2. EXHIBITS The Registrant intends to list the Series A Preferred Stock on the New York Stock Exchange, on which other securities of the Registrant are listed. Accordingly, copies of the following exhibits will be included with the listing application submitted to The New York Stock Exchange, and are filed as exhibits to this Registration Statement: 1. First Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-3 (File No. 333-64511)). 2. Bylaws (incorporated by reference to Exhibit 3.3(ii) to Amendment No. 2 to the Registrant's Registration Statement on Form 8-B (File No. 1-11290)). 3. Articles Supplementary relating to the Series A Preferred Stock (filed herewith). 4. Specimen Stock Certificate relating to the Series A Preferred Stock of the Registrant (filed herewith). 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, thereto duly authorized. COMMERCIAL NET LEASE REALTY, INC. By: /s/ KEVIN B. HABICHT ----------------------------- Name: Kevin B. Habicht Title: Executive Vice President November 26, 2001 EXHIBIT INDEX
Exhibit Number Description ------ ----------- 1. First Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-3 (File No. 333-64511)). 2. Bylaws (incorporated by reference to Exhibit 3.3(ii) to Amendment No. 2 to the Registrant's Registration Statement on Form 8-B (File No. 1-11290)). 3. Articles Supplementary relating to the Series A Preferred Stock (filed herewith). 4. Specimen Stock Certificate relating to the Series A Preferred Stock of the Registrant (filed herewith).