Print Page      Close Window     

SEC Filings

S-8 POS
FOREST CITY REALTY TRUST, INC. filed this Form S-8 POS on 12/07/2018
Entire Document
 


EXPLANATORY NOTE — DEREGISTRATION OF UNSOLD SECURITIES

These Post-Effective Amendments (the “Post-Effective Amendments”) relate to the following Registration Statements of Forest City Enterprises, Inc., an Ohio corporation (the “Original Registrant”), on Form S-8 (collectively, the “Registration Statements”), which Registration Statements were subsequently adopted by Forest City Realty Trust, Inc., a Maryland corporation (the “Successor Registrant”):

 

   

Registration Statement No. 333-191535, filed with the Securities and Exchange Commission (the “Commission”) by the Original Registrant on October 2, 2013, as amended by Post-Effective Amendment No. 1 to such Registration Statement on Form S-8 filed with the Commission by the Successor Registrant on January 4, 2016, registering the offer and sale of 5,000,000 shares of Class A common stock, par value $0.01 per share, of the Registrant (“Common Stock”) issuable pursuant to the Forest City Enterprises, Inc. 1994 Stock Plan (n/k/a the Forest City Realty Trust, Inc. 1994 Stock Plan) (the “1994 Stock Plan”).

 

   

Registration Statement No. 333-173211, filed with the Commission by the Original Registrant on March 31, 2011, as amended by Post-Effective Amendment No. 1 to such Registration Statement on Form S-8 filed with the Commission by the Successor Registrant on January 4, 2016, registering the offer and sale of 750,000 shares of Common Stock issuable pursuant to the Forest City 401(k) Employee Savings Plan & Trust;

 

   

Registration Statement No. 333-169287, filed with the Commission by the Original Registrant on September 9, 2010, as amended by Post-Effective Amendment No. 1 to such Registration Statement on Form S-8 filed with the Commission by the Successor Registrant on January 4, 2016, registering the offer and sale of 4,000,000 shares of Common Stock issuable pursuant to the 1994 Stock Plan;

 

   

Registration Statement No. 333-153444, filed with the Commission by the Original Registrant on September 11, 2008, as amended by Post-Effective Amendment No. 1 to such Registration Statement on Form S-8 filed with the Commission by the Successor Registrant on January 4, 2016, registering the offer and sale of 1,000,000 shares of Common Stock issuable pursuant to the 1994 Stock Plan;

 

   

Registration Statement No. 333-122172, filed with the Commission by the Original Registrant on January 20, 2005, as amended by Post-Effective Amendment No. 1 to such Registration Statement on Form S-8 filed with the Commission by the Original Registrant on May 3, 2007 and as amended by Post-Effective Amendment No. 2 to such Registration Statement on Form S-8 filed with the Commission by the Successor Registrant on January 4, 2016, registering the offer and sale of 2,500,000 shares of Common Stock issuable pursuant to the 1994 Stock Plan;

 

   

Registration Statement No. 333-61925, filed with the Commission by the Original Registrant on August 20, 1998, as amended by Post-Effective Amendment No. 1 to such Registration Statement on Form S-8 filed with the Commission by the Original Registrant on January 20, 2005, as amended by Post-Effective Amendment No. 2 to such Registration Statement on Form S-8 filed with the Commission by the Original Registrant on January 25, 2005 and as amended by Post-Effective Amendment No. 3 to such Registration Statement on Form S-8 filed with the Commission by the Successor Registrant on January 4, 2016, registering the offer and sale of 2,250,000 shares of Common Stock issuable pursuant to the 1994 Stock Plan; and

 

   

Registration Statement No. 333-38912, filed with the Commission by the Original Registrant on June 9, 2000, as amended by Post-Effective Amendment No. 1 to such Registration Statement on Form S-8 filed with the Commission by the Original Registrant on January 20, 2005, as amended by Post-Effective Amendment No. 2 to such Registration Statement on Form S-8 filed with the Commission by the Original Registrant on June 11, 2009, as amended by Post-Effective Amendment No. 3 to such Registration Statement on Form S-8 filed with the Commission by the Original Registrant on December 10, 2010 and as amended by Post-Effective Amendment No. 4 to such Registration Statement on Form S-8 filed with the Commission by the Successor Registrant on January 4, 2016, registering the offer and sale of $550,000 of shares of Common Stock issuable pursuant to the Forest City Realty Trust, Inc. Deferred Compensation Plan for Nonemployee Directors and the Forest City Realty Trust, Inc. 2005 Deferred Compensation Plan for Nonemployee Directors.

On July 30, 2018, the Successor Registrant entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Successor Registrant, Antlia Holdings LLC, a Delaware limited liability company (“Parent”), and Antlia Merger Sub Inc., a Maryland corporation (“Merger Sub”). On December 7, 2018, pursuant to the Merger Agreement, following the filing of the Articles of Merger with the State Department of Assessments and Taxation of the State of Maryland (the “Effective Time”), Merger Sub merged with and into the Successor Registrant, with the Successor Registrant surviving as a wholly owned subsidiary of Parent (the “Merger”), and each share of Common Stock of the Successor Registrant issued and outstanding immediately prior to the Effective Time (other than any shares of Common Stock owned by Parent, Merger Sub or any other wholly owned subsidiary of Parent, in each case not held on behalf of third parties) was automatically canceled and converted into the right to receive an amount in cash equal to $25.35. In connection with the Merger, the Successor Registrant has terminated all offerings of the Successor Registrant’s securities pursuant to the Registration Statements.

In accordance with undertakings made by the Original Registrant in each of the Registration Statements to remove from registration, by means of post-effective amendments, any of the securities registered pursuant to the Registration Statements that remain unsold at the termination of the offerings, the Successor Registrant hereby removes from registration all such securities registered but unsold under the Registration Statements, if any, as of the filing date of these Post-Effective Amendments. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities.