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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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FORM 8-A

 

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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

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

SECURITIES EXCHANGE ACT OF 1934

 

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NATIONAL RETAIL PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

 

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Maryland		56-1431377
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

 

450 South Orange Avenue Suite 900 Orlando, Florida		32801
(Address of principal executive offices)		(Zip Code)

 

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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
Depositary Shares, each representing 1/100th of a share of 7.375% Series C Cumulative Redeemable Preferred Stock, par value $.01 per share		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), please 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), please check the following box  ¨

Securities Act registration statement file number to which this form relates: 333-132095 (if applicable).

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

N/A

(Title of Class)

 

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Item 1. Description of Registrant’s Securities to be Registered.

The description of the Depositary Shares, each representing 1/100th of a share of 7.375% Series C Cumulative Redeemable Preferred Stock, par value $.01 per share, of National Retail Properties, Inc. (the “Registrant”) to be registered hereby is included under the sections entitled “Description of Preferred Stock” and “Description of Depositary Shares” in the prospectus dated February 28, 2006 included in the Registrant’s Registration Statement on Form S-3 (No. 333-132095) (the “Base Prospectus”) and in the section entitled “Description of Series C Preferred Stock and Depositary Shares” in the prospectus supplement thereto dated October 5, 2006 that was filed by Registrant with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”), which Prospectus shall be deemed to be incorporated herein by reference.

Item 2. Exhibits.

The following exhibits are being incorporated by reference into this Form 8-A Registration Statement filed with the Securities and Exchange Commission:

 

3.1

First Amended and Restated Articles of Incorporation of the Registrant, as amended (filed as Exhibit 3.1 to the Current Report on Form 8-K dated May 1, 2006 and incorporated herein by reference).

 

3.2

Articles Supplementary Establishing and Fixing the Rights and Preferences of 7.375% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, dated October 11, 2006.

 

3.3

Third Amended and Restated Bylaws of the Registrant, as amended (filed as Exhibit 3.2. to the Current Report on Form 8-K dated May 1, 2006 and incorporated herein by reference).

 

4.1

Form of Deposit Agreement, among the Registrant, American Stock Transfer & Trust Company, as Depositary, and the holders of depositary receipts.

 

4.2

Specimen certificate representing the Common Stock, par value $.01 per share, of the Registrant (filed as Exhibit 3.4 to the Registrant’s Registration Statement No. 1-11290 on Form 8-B and incorporated herein by reference).

 

4.3

Specimen certificate representing the 9% Series A Non-Voting Preferred Stock, par value $.01 per share, of the Registrant (filed as Exhibit 4 to the Registrant’s Registration Statement No. 1-11290 on Form 8-A and incorporated herein by reference).

 

4.4

Specimen certificate representing the 7.375% Series C Cumulative Redeemable Preferred Stock, par value $.01 per share, of the Registrant.

 

4.5

Specimen receipt representing the Depositary Shares, each representing 1/100th of a share of 7.375% Series C Cumulative Redeemable Preferred Stock, par value $.01 per share, of the Registrant (included as part of Exhibit 4.1 above).

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SIGNATURES

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.

 

Dated: October 11, 2006

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EXHIBIT INDEX

 

Exhibit No.		Description
3.1		First Amended and Restated Articles of Incorporation of the Registrant, as amended (filed as Exhibit 3.1 to the Current Report on Form 8-K dated May 1, 2006 and incorporated herein by reference).
3.2		Articles Supplementary Establishing and Fixing the Rights and Preferences of 7.375% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, dated October 11, 2006.
3.3		Third Amended and Restated Bylaws of the Registrant, as amended (filed as Exhibit 3.2. to the Current Report on Form 8-K dated May 1, 2006, and incorporated herein by reference).
4.1		Form of Deposit Agreement, among the Registrant, American Stock Transfer & Trust Company, as Depositary, and the holders of depositary receipts.
4.2		Specimen certificate representing the Common Stock, par value $.01 per share, of the Registrant (filed as Exhibit 3.4 to the Registrant’s Registration Statement No. 1-11290 on Form 8-B and incorporated herein by reference).
4.3		Specimen certificate representing the 9% Series A Non-Voting Preferred Stock, par value $.01 per share, of the Registrant (filed as Exhibit 4 to the Registrant’s Registration Statement No. 1-11290 on Form 8-A and incorporated herein by reference).
4.4		Specimen certificate representing the 7.375% Series C Cumulative Redeemable Preferred Stock, par value $.01 per share of the Registrant.
4.5		Specimen receipt representing the Depositary Shares, each representing 1/100th of a share of 7.375% Series C Cumulative Redeemable Preferred Stock, par value $.01 per share, of the Registrant (included as part of Exhibit 4.1 above).