|FOREST CITY REALTY TRUST, INC. filed this Form S-8 POS on 12/07/2018|
As filed with the U.S. Securities and Exchange Commission on December 7, 2018
Registration No. 333-191535
Registration No. 333-173211
Registration No. 333-169287
Registration No. 333-153444
Registration No. 333-122172
Registration No. 333-61925
Registration No. 333-38912
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 333-191535
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 333-173211
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 333-169287
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 333-153444
POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-8 REGISTRATION STATEMENT NO. 333-122172
POST-EFFECTIVE AMENDMENT NO. 4 TO FORM S-8 REGISTRATION STATEMENT NO. 333-61925
POST-EFFECTIVE AMENDMENT NO. 5 TO FORM S-8 REGISTRATION STATEMENT NO. 333-38912
the Securities Act of 1933
Forest City Realty Trust, Inc.
(Exact name of registrant as specified in its charter)
Forest City Realty Trust, Inc. 1994 Stock Plan
Forest City Employer, LLC 401(k) Employee Savings Plan & Trust I
Forest City Realty Trust, Inc. Deferred Compensation Plan for Nonemployee Directors
Forest City Realty Trust, Inc. 2005 Deferred Compensation Plan for Nonemployee Directors
(Full titles of the plans)
Ketan K. Patel
127 Public Square, Suite 3200
Cleveland, Ohio 44114
(Name and address of agent for service)
(Telephone number, including area code, of agent for service)
With a copy to:
Michael J. Zeidel
Skadden, Arps, Slate, Meagher & Flom LLP
4 Times Square
New York, NY 10036
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
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):
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 Registrants 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.
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, the Successor Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing these Post-Effective Amendments to the Registration Statements on Form S-8 and has duly caused these Post-Effective Amendments to the Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, the State of Ohio, on this 7th day of December, 2018.
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.