As filed with the Securities and Exchange Commission on August 16, 2006

Registration No. 333-

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form S-3

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

 

BioMed Realty Trust, Inc.

Maryland
(State or Other Jurisdiction of Incorporation or Organization)

20-1142292
(I.R.S. Employer Identification Number)

17140 Bernardo Center Drive, Suite 222
San Diego, California 92128
(858) 485-9840
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Alan D. Gold
Chairman, President and Chief Executive Officer
BioMed Realty Trust, Inc.
17140 Bernardo Center Drive, Suite 222
San Diego, California 92128
(858) 485-9840
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

     Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

     If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

     If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. þ

     If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. þ 333-129027

     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. o ___

     If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

     If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

CALCULATION OF REGISTRATION FEE

				Proposed Maximum
	Title Of Each Class Of			Aggregate			Amount Of
	Securities To Be Registered			Offering Price(1)			Registration Fee
	Common Stock, $0.01 par value per share			$30,000,000			$3,210

 

 

Explanatory Note

     This Registration Statement is being filed pursuant to Rule 462(b) (“Rule 462(b)”) under the Securities Act, and includes the Registration Statement facing page, this page, the signature page, an exhibit index, opinions of counsel and the accountant’s consent. Pursuant to
Rule 462(b), the contents of our registration statement on Form S-3 (File No. 333-129027), including any document incorporated by reference therein and the exhibits thereto (the “Original S-3”), are incorporated by reference into this Registration Statement. This Registration Statement covers the registration of an additional $30,000,000 of our common stock, par value $0.01 per share, for sale in an offering related to the Original S-3.

SIGNATURES

     Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that the registrant meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on this 16th day of August, 2006.

		BIOMED REALTY TRUST, INC.
		By:		/s/ ALAN D. GOLD
				Alan D. Gold
				Chairman of the Board, President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ ALAN D. GOLD   Alan D. Gold		Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)		August 16, 2006
/s/ KENT GRIFFIN		Chief Financial Officer		August 16, 2006
Kent Griffin		(Principal Financial Officer)
*   Karen A. Sztraicher		Vice President — Chief Accounting Officer (Principal Accounting Officer)		August 16, 2006
*   Gary A. Kreitzer		Executive Vice President, General Counsel, Secretary and Director		August 16, 2006
*		Director		August 16, 2006
Barbara R. Cambon
*		Director		August 16, 2006
Edward A. Dennis
*		Director		August 16, 2006
Mark J. Riedy
*		Director		August 16, 2006
Theodore D. Roth
*		Director		August 16, 2006
M. Faye Wilson

* By:		/s/ ALAN D. GOLD
		Alan D. Gold
		Attorney-in-fact

EXHIBIT INDEX

Exhibit

5.1		Opinion of Venable LLP with respect to the legality of the shares being registered.
8.1		Opinion of Latham & Watkins LLP with respect to tax matters.
23.1		Consent of Venable LLP (included in Exhibit 5.1).
23.2		Consent of Latham & Watkins LLP (included in Exhibit 8.1).
23.3		Consent of KPMG LLP, independent registered public accounting firm.
24.1		Power of Attorney (previously filed in the registrant’s Registration Statement on Form S-3 (No. 333-129027) and incorporated herein by reference).