Post-effective Amendment to an S-8 Filing (s-8 Pos)
2022年8月27日 - 5:32AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on August 26,
2022
Registration No. 333-235866
Registration No. 333-217664
Registration No. 333-183205
Registration No. 333-179935
Registration No. 333-118361
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE AMENDMENT
NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-235866
POST-EFFECTIVE AMENDMENT
NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-217664
POST-EFFECTIVE AMENDMENT
NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-183205
POST-EFFECTIVE AMENDMENT
NO. 3 TO FORM S-8 REGISTRATION STATEMENT NO. 333-179935
POST-EFFECTIVE AMENDMENT
NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 333-118361
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES
ACT OF 1933
Cedar
Realty Trust, Inc.
(Exact name of registrant
as specified in its charter)
Maryland |
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42-1241468 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
2529 Virginia Beach
Blvd.
Virginia Beach, VA,
23452
(757) 627-9088
(Address of principal
executive offices)
Cedar Realty Trust,
Inc. 2017 Stock Incentive Plan
2012 Stock Incentive
Plan
2004 Stock Incentive
Plan
1998 Stock Option Plan
(Full Titles of the
Plans)
M. Andrew Franklin
Chief Executive Officer
and President
Cedar Realty Trust,
Inc.
2529 Virginia Beach
Blvd.
Virginia Beach, VA
23452
(Name and address of
Agent for Service)
Telephone: (757) 627-9088
(Telephone number,
including area code, of agent of service)
Copies to:
David E. Brown, Jr.
Alston & Bird LLP
950 F St. NW
Washington, D.C. 20004
Telephone: (202) 239-3345
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting 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.
Large accelerated filer |
☐ |
Accelerated filer |
☒ |
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Non-accelerated filer |
☐ |
Smaller reporting company |
☐ |
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Emerging growth company |
☐ |
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.
Deregistration
of Securities
These Post-Effective Amendments (these “Post-Effective
Amendments”) filed by Cedar Realty Trust, Inc., a Maryland corporation (“Cedar”), deregister all shares of Cedar’s
common stock, par value $.06 per share (the “Shares”), that remain unissued under the following Registration Statements on
Form S-8 (each, a “Registration Statement”, and collectively, the “Registration Statements”) filed by Cedar with
the U.S. Securities and Exchange Commission (the “Commission”):
| ● | Registration Statement on Form S-8 (No. 333-235866) filed with the Commission
on January 9, 2020, registering an aggregate of 2,000,000 Shares issuable under Cedar’s 2017 Stock Incentive Plan; |
| ● | Registration Statement on Form S-8 (No. 333-217664) filed with the Commission
on May 4, 2017, registering an aggregate of 4,000,000 Shares issuable under Cedar’s 2017 Stock Incentive Plan; |
| ● | Registration Statement on Form S-8 (333-183205) filed with the Commission
on August 10, 2012, registering an aggregate of 4,500,000 Shares issuable under Cedar’s 2012 Stock Incentive Plan; |
| | |
| ● | Registration Statement on Form S-8 (333-179935) filed with the Commission
on March 6, 2012, registering an aggregate of 4,850,000 Shares issuable under Cedar’s 2004 Stock Incentive Plan; and |
| | |
| ● | Registration Statement on Form S-8 (333-118361) filed with the Commission
on August 19, 2004, registering an aggregate of 2,750,000 Shares issuable under Cedar’s 1998 Stock Option Plan and 2004 Stock Incentive
Plan. |
On August 22, 2022, pursuant to the Agreement
and Plan of Merger (the “Merger”), dated as of March 2, 2022, as amended, by and among Cedar, Wheeler Real Estate Investment
Trust, Inc. (“Wheeler”), WHLR Merger Sub Inc., WHLR OP Merger Sub LLC, and Cedar Realty Trust Partnership, L.P., Cedar became
a wholly owned subsidiary of Wheeler.
In connection with the consummation of the Merger,
Cedar has terminated all offerings of its securities pursuant to the Registration Statements. In accordance with undertakings made by
Cedar in the Registration Statements to remove from registration, by means of post-effective amendments, any of the securities that remain
unsold at the termination of the offerings, Cedar hereby removes from registration all securities registered under the Registration Statements
but not sold under the Registration Statements.
SIGNATURE
Pursuant to the requirements
of the Securities Act of 1933, Cedar certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Virginia Beach, State of Virginia, on August 26, 2022.
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Cedar Realty Trust, Inc. |
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By: |
/s/ M. Andrew Franklin |
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M. Andrew Franklin |
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Chief Executive Officer and President |
Pursuant to the requirements of the Securities Act
of 1933, these Post-Effective Amendments to the Registration Statements have been signed by the following persons in the capacities and
on the dates indicated.
Signatures |
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Title |
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Date |
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By: |
/s/
M. Andrew Franklin |
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Chief Executive
Officer, President and Director |
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August 26, 2022 |
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M. Andrew Franklin |
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(principal executive officer) |
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By: |
/s/ Crystal
Plum |
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Chief Financial Officer,
Treasurer, Secretary and |
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August 26, 2022 |
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Crystal Plum |
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Director (principal
financial and accounting officer) |
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By: |
/s/ Kerry
G. Campbell |
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Director |
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August 26, 2022 |
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Kerry G. Campbell |
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By: |
/s/ E.J. Borrack |
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Director |
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August 26, 2022 |
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E.J. Borrack |
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By: |
/s/ Paula
J. Poskon |
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Director |
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August 26, 2022 |
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Paula J. Poskon |
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2
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