Prepared by R.R. Donnelley Financial -- Form SB-2
As filed with the Securities and Exchange Commission on May 9, 2002
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM SB-2
REGISTRATION STATEMENT
Under
The Securities Act of 1933
AMERIVEST PROPERTIES INC.
(Name of small business issuer in its charter)
| Maryland |
|
6798 |
|
84-1240264 |
| (State or other jurisdiction |
|
(Primary Standard Industrial |
|
(I.R.S. Employer |
| of incorporation or organization) |
|
Classification Code Number) |
|
Identification Number) |
1780
South Bellaire, Suite 515
Denver, Colorado 80222
(303) 297-1800
(Address and telephone number of principal executive offices)
1780 South
Bellaire, Suite 515
Denver, Colorado 80222
(Address of principal place of business or
intended place of business)
Charles K. Knight
President
AmeriVest Properties Inc.
1780 South Bellaire, Suite 515
Denver, Colorado 80222
(303) 297-1800
(Name, address and telephone number of agent for service)
Copies to:
| Edward J. Schneidman, Esq. |
|
David C. Wright, Esq. |
| Michael T. Blair, Esq. |
|
Hunton & Williams |
| Mayer, Brown, Rowe & Maw |
|
Riverfront Plaza, East Tower |
| 190 South LaSalle Street |
|
951 East Byrd St. |
| Chicago, IL 60603 |
|
Richmond, Virginia 23219 |
| (312) 782-0600 |
|
(804) 788-8200 |
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this Registration Statement.
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. x 333-86676
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the
same offering. ¨
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. ¨
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities to be
Registered |
|
Amount to be Registered |
|
Proposed Maximum Offering Price Per Unit |
|
|
Proposed Maximum Aggregate Offering Price |
|
Amount of Registration Fee |
|
|
|
|
|
|
|
|
|
| Common Stock, $.001 par value per share |
|
690,000 shares(1) |
|
$6.05(2 |
) |
|
$4,174,500(2) |
|
$400 |
(1) |
|
Includes shares which may be purchased by the underwriters solely to cover over-allotments, if any. |
(2) |
|
Estimated solely for purposes of determining the registration fee. |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form SB-2 (File No. 333-86676) filed by AmeriVest Properties Inc. with the
Securities and Exchange Commission (the “Commission”) on April 19, 2002, as amended, including the exhibits thereto, which was declared effective by the Commission on May 9, 2002, is incorporated herein by reference.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Denver, State of Colorado, on May 9, 2002.
| |
AM |
ERIVEST PROPERTIES INC. |
In
accordance with the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on May 9, 2002.
| Signature
|
|
Title
|
| |
| *
William T. Atkins |
|
Chief Executive Officer (principal executive officer), Director and Chairman of the Board |
| |
| /S/ CHARLES K.
KNIGHT
Charles K. Knight |
|
President and Director |
| |
| *
D. Scott
Ikenberry |
|
Chief Financial Officer (principal financial officer and principal accounting officer) |
| |
| *
James F.
Etter |
|
Director |
| |
| *
Harry P.
Gelles |
|
Director |
| |
Robert W. Holman, Jr. |
|
Director |
| |
| *
John A.
Labate |
|
Director |
| |
| *
Robert J.
McFann |
|
Director |
| |
| *
Jerry J.
Tepper |
|
Director |
| |
| By: /S/ CHARLES K.
KNIGHT
Charles K. Knight Attorney-in-Fact |
|
|
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EXHIBIT INDEX
| Number
|
|
Description
|
| 5 |
|
Opinion of Mayer, Brown, Rowe & Maw concerning the legality of the securities being offered |
| |
| 8 |
|
Opinion of Mayer, Brown, Row & Maw concerning certain tax matters |
| |
| 23.1 |
|
Consent of Mayer, Brown, Rowe & Maw (included in Exhibit 5) |
| |
| 23.2 |
|
Consent of Mayer, Brown, Rowe & Maw (included in Exhibit 8) |
| |
| 23.3 |
|
Consent of Arthur Andersen LLP |
| |
| 24 |
|
Power of Attorney (incorporated by reference to Exhibit 24 to the AmeriVest Properties Inc. Registration Statement on Form SB-2 (Registration Statement No.
333-86676)) |
4