Securities Registration (section 12(b)) (8-a12b)
16 Avril 2019 - 8:53PM
Edgar (US Regulatory)
UNITED STATES
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
Sotherly
Hotels Inc.
(Exact name of registrant as specified in its charter)
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Maryland
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20-1531029
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(State of incorporation or organization)
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(IRS Employer Identification No.)
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410 W. Francis Street
Williamsburg, Virginia 23185
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
to be so
registered
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Name of each exchange on which
each
class is to be registered
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8.25% Series D Cumulative Redeemable Perpetual
Preferred Stock, par value $0.01 per share
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The NASDAQ Stock Market LLC
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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) or (e), 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) or (e), check the following box. ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement or Regulation A offering statement file number to which this form relates:
333-220369
Securities to be registered pursuant to Section 12(g) of the Act:
None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrants Securities to be Registered.
Sotherly Hotels Inc. (the
Registrant
) hereby incorporates by reference herein the description of its 8.25% series D cumulative
redeemable perpetual preferred stock, par value $0.01 per share (the
Series D Preferred Stock
), to be registered hereunder set forth under the heading Description of the Series D Preferred Stock in the
Registrants prospectus supplement, dated April 11, 2019, forming part of its Registration Statement on Form
S-3
(Registration
No. 333-220369),
filed with
the Securities and Exchange Commission (the
SEC
) pursuant to the Securities Act of 1933, as amended, on September 7, 2017, which was declared effective by the SEC on September 20, 2017, registering the offer and
sale of, among other securities, shares of the class of the securities to be registered hereby. The Series D Preferred Stock is expected to be listed on the NASDAQ Global Market.
Item 2. Exhibits.
The documents listed below are
filed as exhibits to this registration statement:
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Exhibit
Number
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Description
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3.1
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Articles of Amendment and Restatement of Sotherly Hotels Inc. (incorporated by reference to the document previously filed as Exhibit 3.1 to the Registrants
Pre-Effective
Amendment
No. 1 to its Registration Statement on
Form S-11
filed with the SEC on October 20, 2004 (File
No. 333-118873)).
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3.2
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Articles of Amendment to the Articles of Amendment and Restatement of Sotherly Hotels Inc. (incorporated by reference to the document previously filed as Exhibit 3.7 to the Registrants Current Report on
Form 8-K
filed with the SEC on April 16, 2013).
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3.3
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Articles of Amendment to the Articles of Amendment and Restatement of Sotherly Hotels Inc. (incorporated by reference to the document previously filed as Exhibit 3.1 to the Registrants Current Report on
Form 8-K
filed with the SEC on August 15, 2016).
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3.4
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Second Amended and Restated Bylaws of Sotherly Hotels Inc., effective as of April 16, 2013 (incorporated by reference to the document previously filed as Exhibit 3.8 to the Registrants Current Report on
Form 8-K
filed with the SEC on April 16, 2013).
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3.5
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Articles of Amendment to the Articles of Amendment and Restatement of Sotherly Hotels Inc. (incorporated by reference to the document previously filed as Exhibit 3.1 to the Registrants Current Report on
Form 8-K
filed with the SEC on April 16, 2019).
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3.6*
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Articles Supplementary designating the Series D Preferred Stock of Sotherly Hotels Inc.
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4.1*
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Form of Specimen Certificate of Series D Preferred Stock of Sotherly Hotels Inc.
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Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the
registrants have duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
Date: April 16,
2019
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SOTHERLY HOTELS INC.
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By:
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/s/ David R. Folsom
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Name:
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David R. Folsom
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Its:
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President and Chief Operating Officer
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