Attached files
| file | filename |
|---|---|
| EX-31.1 - EX-31.1 - ASHFORD HOSPITALITY TRUST INC | d81154exv31w1.htm |
| EX-32.1 - EX-32.1 - ASHFORD HOSPITALITY TRUST INC | d81154exv32w1.htm |
| EX-31.2 - EX-31.2 - ASHFORD HOSPITALITY TRUST INC | d81154exv31w2.htm |
| EX-32.2 - EX-32.2 - ASHFORD HOSPITALITY TRUST INC | d81154exv32w2.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
| þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2010
OR
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ________________ to ________________
Commission file number: 001-31775
ASHFORD HOSPITALITY TRUST, INC.
(Exact name of
registrant as specified in its charter)
| Maryland | 86-1062192 | |
| (State or other jurisdiction of incorporation or organization) | (IRS employer identification number) | |
| 14185 Dallas Parkway, Suite 1100 | ||
| Dallas, Texas | 75254 | |
| (Address of principal executive offices) | (Zip code) |
(972) 490-9600
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Name of each exchange on which registered | ||
| Common Stock | New York Stock Exchange | ||
| Preferred Stock, Series A | New York Stock Exchange | ||
| Preferred Stock, Series D | New York Stock Exchange | ||
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act. o Yes þ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o Yes þ No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. þ Yes o No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K
(§229.405 of this chapter) is not contained herein, and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Exchange
Act):
| Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). o Yes þ No
As of June 30, 2010, the aggregate market value of 45,803,168 shares of the registrant’s common
stock held by non-affiliates was approximately $335,737,000.
As of March 3, 2011, the registrant had 59,419,324 shares of common stock issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement pertaining to the 2011 Annual Meeting of
Stockholders are incorporated herein by reference into Part III of this Form 10-K.
Table of Contents
EXPLANATORY NOTE
The Registrant is filing this Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K
for the fiscal year ended December 31, 2010 to revise the number of securities remaining available
for future issuance included in the equity compensation plan information table required pursuant to
Part II, Item 5 of the Form 10-K that was not reduced by the number of operating partnership units
issued to certain officers and employees in 2008 and 2010 from the original Form 10-K filed with
the Securities and Exchange Commission on March 4, 2011. This amendment supplements but does not
replace or amend any information previously included in the Registrant’s Form 10-K for fiscal year
ended December 31, 2010.
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ASHFORD HOSPITALITY TRUST, INC.
YEAR ENDED DECEMBER 31, 2010
INDEX TO FORM 10-K/A
YEAR ENDED DECEMBER 31, 2010
INDEX TO FORM 10-K/A
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Table of Contents
PART II
| Item 5. | Supplement to Original Disclosure Related to Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities |
(a) Market Price of and Dividends on, Registrant’s Common Equity and Related Stockholder Matters
Equity Compensation Plan Information
There are 7,767,117 shares of common stock authorized for issuance under our Amended and
Restated 2003 Stock Incentive Plan (the “Amended Plan”). The following table sets forth certain
information with respect to securities authorized and available for issuance under the Amended Plan
as of December 31, 2010.
| Number of Securities | ||||||||||||
| to be Issued Upon | Weighted-Average | |||||||||||
| Exercise of | Exercise Price | |||||||||||
| Outstanding | Of Outstanding | Number of Securities | ||||||||||
| Options, Warrants, | Options, Warrants, | Remaining Available | ||||||||||
| and Rights | and Rights | for Future Issuance | ||||||||||
Equity compensation
plans approved by
security holders: |
||||||||||||
Restricted common stock |
None | N/A | 1,296,222 | |||||||||
Equity compensation plans
not approved by security
holders |
None | None | None | |||||||||
PART IV
| Item 15. | Exhibits and Financial Statement Schedules |
(a) The following exhibits are filed as part of this Amendment No. 1 to Annual Report on Form
10-K/A:
| 31.1 | Certification of the Chief Executive Officer required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended | ||
| 31.2 | Certification of the Chief Financial Officer required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended | ||
| 32.1 | Certification of the Chief Executive Officer required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (In accordance with Sec Release 33-8212, this exhibit is being furnished, and is not being filed as part of this report or as a separate disclosure document, and is not being incorporated by reference into any Securities Act of 1933 registration statement.) | ||
| 32.2 | Certification of the Chief Financial Officer required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (In accordance with Sec Release 33-8212, this exhibit is being furnished, and is not being filed as part of this report or as a separate disclosure document, and is not being incorporated by reference into any Securities Act of 1933 registration statement.) |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized, on April 1, 2011.
| ASHFORD HOSPITALITY TRUST, INC. |
||||
| By: | /s/ DAVID J. KIMICHIK | |||
| David J. Kimichik | ||||
| Chief Financial Officer | ||||
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