================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 GOVERNMENT PROPERTIES TRUST, INC. (Exact Name of Registrant as Specified in Its Charter) Maryland 20-0611663 (State of Incorporation (I.R.S. Employer or Organization) Identification no.) 120 Regency Parkway Omaha, Nebraska 68114 (Address of Principal Executive Offices) (Zip Code) 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: 333-109565 Securities to be registered pursuant to Section 12(b) of the Act: TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED --------------------------------- ------------------------------ Common Stock, $0.01 par value New York Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: NONE NONE --------------------------------- ------------------------------- (Title of Class) (Name of Exchange) ================================================================================ INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. For a description of the securities to be registered hereunder, reference is made to the information set forth under the heading "Description of Common Stock" in the Registrant's Prospectus, which constitutes part of the Registrant's Registration Statement on Form S-11, as amended (File No. 333-109565), filed under the Securities Act of 1933, as amended, which information is incorporated herein by this reference. ITEM 2. EXHIBITS Not applicable. 2 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. GOVERNMENT PROPERTIES TRUST, INC. Date: January 22, 2004 By: /s/ Thomas D. Peschio ------------------------------- Name: Thomas D. Peschio Title: President and Chief Executive Officer