As filed with the Securities and Exchange Commission on October 22, 2021
Registration No. 333-225292
Registration No. 333-196264
Registration No. 333-166630
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO:
FORM S-8 REGISTRATION STATEMENT No. 333-225292
FORM S-8 REGISTRATION STATEMENT No. 333-196264
FORM S-8 REGISTRATION STATEMENT No. 333-166630
UNDER
THE SECURITIES ACT OF 1933
RETAIL PROPERTIES OF AMERICA, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 42-1579325 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
c/o Kite Realty Group Trust
30 S. Meridian Street
Suite 1100
Indianapolis, IN 46204
(Address of principal executive offices, including Zip Code)
Retail Properties of America, Inc. Amended and Restated 2014 Long-Term Equity Compensation Plan
Retail Properties of America, Inc. 2014 Long-Term Equity Compensation Plan
Second Amended and Restated Inland Western Retail Real Estate Trust, Inc. Independent Director Stock Option Plan
Inland Western Retail Real Estate Trust, Inc. 2008 Long-Term Equity Compensation Plan
(Full title of the plans)
John A. Kite
Chairman of the Board and Chief Executive Officer
Kite Realty Group Trust
30 S. Meridian Street
Suite 1100
Indianapolis, IN 46204
(Name and address of agent for service)
(317) 577-5600
(Telephone number, including area code, of agent for service)
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.
| Large accelerated filer | x | Accelerated filer | ¨ |
| Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
| Emerging growth company | ¨ |
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment No. 1, filed by Retail Properties of America, Inc., a Maryland corporation that has elected to be treated as a real estate investment trust for federal income tax purposes (“RPAI” or the “Registrant”), relates to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”), previously filed with the U.S. Securities and Exchange Commission (the “SEC”) by RPAI:
| · | Registration No. 333-225292, filed with the SEC on May 30, 2018, registering 5,500,000 shares of Class A common stock, par value $0.001 per share, of RPAI (“Class A Common Stock”), under the Retail Properties of America, Inc. Amended and Restated 2014 Long-Term Equity Compensation Plan; |
| · | Registration No. 333-196264, filed with the SEC on May 23, 2014, registering 3,648,766 shares of Class A Common Stock under the Retail Properties of America, Inc. 2014 Long-Term Equity Compensation Plan; and |
| · | Registration No. 333-166630, filed with the SEC on May 7, 2010, registering 375,000 shares of common stock under the Second Amended and Restated Inland Western Retail Real Estate Trust, Inc. Independent Director Stock Option Plan and 10,000,000 shares of common stock under the Inland Western Retail Real Estate Trust, Inc. 2008 Long-Term Equity Compensation Plan. |
On October 22, 2021, pursuant to the Agreement and Plan of Merger, dated as of July 18, 2021, by and among Kite Realty Group Trust, a Maryland real estate investment trust (“Kite Realty”), KRG Oak, LLC, a Maryland limited liability company and a wholly owned subsidiary of Kite Realty (“Merger Sub”), and RPAI, Kite Realty and RPAI combined through a merger of RPAI with and into Merger Sub, with Merger Sub continuing as the surviving entity and a wholly owned subsidiary of Kite Realty (the “Merger”). Immediately following the closing of the Merger, Merger Sub merged with and into Kite Realty Group, L.P., the operating partnership of Kite Realty (“Kite Realty Operating Partnership”), so that all of the assets of Kite Realty continue to be owned at or below the Kite Realty Operating Partnership level (together with the Merger, the “Mergers”).
As a result of the Mergers, RPAI has terminated all offerings of its securities pursuant to existing registration statements, including the Registration Statements. In accordance with an undertaking made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities which remain unsold at the termination of the offering, the Registrant hereby removes from registration all of the securities registered under the Registration Statements which remain unsold as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant 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 this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, State of Indiana, on October 22, 2021.
KITE REALTY GROUP, L.P. (as successor by merger to Retail Properties of America, Inc.) | ||
| By: | Kite Realty Group Trust, its sole general partner | |
| By | /s/ HEATH R. FEAR | |
| Heath R. Fear | ||
| Executive Vice President and Chief Financial Officer | ||
Note: No other person is required to sign this Post-Effective Amendment No. 1 in reliance upon Rule 478 under the Securities Act of 1933.
