8-A12B: Form for the registration / listing of a class of securities on a national securities exchange pursuant to Section 12(b)
Published on April 11, 2012
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 (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
MFA FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
|
Maryland (State of incorporation or organization) |
13-3974868 (I.R.S. Employer Identification No.) |
|
350 Park Avenue, 20th Floor, (Address of principal executive offices)
|
10022 (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 |
| 8.00% Senior Notes due 2042 | 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), check the following box. ¨
Securities Act registration statement file
number to which this form relates: 333-170097
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The descriptions of the 8.00% Senior Notes due 2042 of MFA Financial, Inc. (the “Company”) contained in (i) the section captioned “Description of Debt Securities” in the prospectus dated April 2, 2012, which was filed by the Company in an immediately effective post-effective amendment under Rule 462(e) under the Securities Act of 1933, as amended (the “Securities Act”), to the Company’s Registration Statement on Form S-3 (File No. 333-170097) and (ii) the section captioned “Description of the Notes” in the prospectus supplement dated April 3, 2012, which was filed by the Company pursuant to Rule 424(b)(5) under the Securities Act on April 4, 2012, are each incorporated herein by reference.
ITEM 2. EXHIBITS.
| Exhibit No. | Description | |
| 4.1 | Amended and Restated Articles of Incorporation of the Company, dated April 8, 1988 (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K, dated April 24, 1998 (Commission File No. 1-13991)). | |
| 4.2 | Articles of Amendment to the Amended and Restated Articles of Incorporation of the Company, dated August 5, 2002 (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K, dated August 13, 2002 (Commission File No. 1-13991)). | |
| 4.3 | Articles of Amendment to the Amended and Restated Articles of Incorporation of the Company, dated August 13, 2002 (incorporated herein by reference to Exhibit 3.3 to the Company’s Form 10-Q for the quarter ended September 30, 2002 (Commission File No. 1-13991)). | |
| 4.4 | Articles of Amendment to the Amended and Restated Articles of Incorporation of the Company, dated December 29, 2008 (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K, dated December 29, 2008 (Commission File No. 1-13991)). | |
| 4.5 | Articles of Amendment to the Amended and Restated Articles of Incorporation of the Company, dated January 1, 2010 (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K, dated January 5, 2010 (Commission File No. 1-13991)). | |
| 4.6 | Articles Supplementary of the Company, dated March 8, 2011 (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K, dated March 11, 2011 (Commission File No. 1-13991)). | |
| 4.7 | Articles of Amendment to the Amended and Restated Articles of Incorporation of the Company, dated May 24, 2011, (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K, dated May 26, 2011 (Commission File No. 1-13991)). | |
| 4.8 | Articles Supplementary of the Company, dated April 22, 2004, designating the Company’s 8.50% Series A Cumulative Redeemable Preferred Stock (incorporated herein by reference to Exhibit 3.4 to the Company’s Form 8-A, dated April 23, 2004 (Commission File No. 1-13991)). | |
| 4.9 | Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.2 to the Company’s Form 8-K, dated December 29, 2008 (Commission File No. 1-13991)). | |
| 4.10 | Specimen of Common Stock Certificate of the Company (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-4, dated February 12, 1998 (Commission File No. 333-46179)). | |
| 4.11 | Specimen of Preferred Stock Certificate representing the 8.50% Series A Cumulative Redeemable Preferred Stock of the Company (incorporated herein by reference to Exhibit 4 to the Company’s Form 8-A, dated April 23, 2004 (Commission File No. 1-13991)). | |
| 4.12 | Indenture, dated as of April 11, 2012, between the Company and Wilmington Trust, National Association, as Trustee (incorporated herein by reference to Exhibit 4.1 to the Company’s Form 8-K, dated April 11, 2012 (Commission File No. 1-13991)). | |
| 4.13 | First Supplemental Indenture, dated as of April 11, 2012, between the Company and Wilmington Trust, National Association, as Trustee (incorporated herein by reference to Exhibit 4.2 to the Company’s Form 8-K, dated April 11, 2012 (Commission File No. 1-13991)). | |
| 4.14 | Form of 8.00% Senior Notes due 2042 (incorporated herein by reference to Exhibit 4.3 to the Company’s Form 8-K, dated April 11, 2012 (Commission File No. 1-13991)). |
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 on Form 8-A to be signed on its behalf by the undersigned, thereto duly authorized.
Dated: April 11, 2012
| MFA FINANCIAL, INC. | ||
| By: | /s/ Harold E. Schwartz | |
| Name: | Harold E. Schwartz | |
| Title: | Senior Vice President and General Counsel | |