Form 8-A

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 (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

    PS Business Parks, Inc.    

(Exact name of registrant as specified in its charter)

 

    California            95-4300881    
(State of incorporation or organization)    (IRS Employer Identification No.)
    701 Western Avenue, Glendale, California            91201-2397    
(Address of principal executive offices)    (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

Depositary Shares Each Representing

1/1,000 of a Share of 6.45% Cumulative

Preferred Stock, Series S, par value

$.01 per share

    New York Stock Exchange, Inc.

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: 333-160104 (if applicable)

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

N/A

- - - - - - - - - -

(Title of class)

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

A description of the Depositary Shares Each Representing 1/1,000 of a Share of 6.45% Cumulative Preferred Stock, Series S, par value $.01 per share, of PS Business Parks, Inc. is included on the cover page and under the section entitled “Description of Preferred Stock and Depositary Shares” beginning on page S-10 of the prospectus supplement dated January 10, 2012 to the prospectus dated July 17, 2009 (relating to Registrant’s Registration Statement on Form S-3 (No. 333-160104), as amended) 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”), which Prospectus Supplement shall be deemed to be incorporated herein by reference.

 

ITEM 2. Exhibits.

The following exhibits are being filed with the copies of this Form 8-A Registration Statement filed with the New York Stock Exchange, Inc. and the Securities and Exchange Commission:

1. Form of Deposit Agreement, dated as of January 10, 2012, among PS Business Parks, Inc., American Stock Transfer & Trust Company, LLC, as depositary, and the holders of the depositary receipts issued thereunder.

2. Certificate of Determination for the 6.45% Cumulative Preferred Stock, Series S.

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.

PS BUSINESS PARKS, INC.

By: /s/ Stephanie G. Heim

Name:  Stephanie G. Heim

Title:    Vice President

Date:  January 11, 2012

Exhibit Index

 

Exhibit No.

   

Description

1.    Form of Deposit Agreement dated as of January 10, 2012 among PS Business Parks, Inc., American Stock Transfer & Trust Company, LLC, as depositary, and the holders of the depositary receipts issued thereunder.
2.    Certificate of Determination for the 6.45% Cumulative Preferred Stock, Series S.