As filed with the Securities and Exchange Commission on July 20, 2022
Registration No. 333- 192213
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SOTHERLY HOTELS INC.
(Exact Name of Issuer as Specified in its Charter)
| Maryland | 20-1531029 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
306 South Henry Street, Suite 100
Williamsburg, Virginia 23185
Telephone: (757) 229-5648
(Address, including zip code, and telephone number of Principal Executive Offices)
2013 Long-Term Incentive Plan
(Full Title of the Plan)
David R. Folsom Chief Executive Officer Sotherly Hotels Inc. 306 South Henry Street, Suite 100 Williamsburg, Virginia 23185 (757) 229-5648 | Copy to: Thomas J. Egan, Jr. Esq. Baker & McKenzie LLP 815 Connecticut Avenue, NW Washington, DC 20006 (202) 452-7000 | |
(Name, address, including zip code, and 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, or a smaller reporting company. (See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934).
| Large Accelerated Filer | ☐ | Accelerated Filer | ☐ | |||
| Non-accelerated Filer | ☐ | Smaller reporting company | ☒ | |||
| 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. ☐
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to Form S-8 (this “Amendment”) relates to the Registration Statement on Form S-8 (the “Registration Statement”) of Sotherly Hotels Inc. (the “Registrant”), filed with the Securities and Exchange Commission on November 8, 2013 (Registration No. 333-192213). The Registration Statement pertains to the registration of an aggregate of 750,000 shares of the Registrant’s Common Stock, par value $0.01 per share (the “Shares”), issuable under the Registrant’s 2013 Long-Term Incentive Plan. The offerings of the Shares pursuant to the Registration Statement have been terminated. In accordance with an undertaking made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any securities of the Registrant which remain unsold at the termination of the offerings, the Registrant files this Amendment to terminate the effectiveness of the Registration Statement and to deregister 4,840 of the 750,000 Shares, which remain unsold under the Registration Statement as of the date hereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Williamsburg, Commonwealth of Virginia, on the 20th day of July, 2022.
Sotherly Hotels Inc. | ||
By: | /s/ David R. Folsom | |
David R. Folsom | ||
President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:
Name and Signature | Title | Date | ||
/S/ DAVID R. FOLSOM | President, Chief Executive Officer and Director | July 20, 2022 | ||
| David R. Folsom | (Principal Executive Officer of Sotherly Hotels Inc.) | |||
/S/ ANDREW M. SIMS | Chairman of the Board of Directors | July 20, 2022 | ||
| Andrew M. Sims | ||||
/S/ TONY E. DOMALSKI | Chief Financial Officer of Sotherly Hotels Inc. | July 20, 2022 | ||
| Anthony E. Domalski | (Principal Financial Officer and Principal Accounting Officer of Sotherly Hotels Inc.) | |||
/S/ SCOTT M. KUCINSKI | Executive Vice President and Chief Operating Officer | July 20, 2022 | ||
| Scott M. Kucinski | ||||
/S/ HERSCHEL J. WALKER | Director of Sotherly Hotels Inc. | July 20, 2022 | ||
| Herschel J. Walker | ||||
/S/ MARIA L. CALDWELL | Director of Sotherly Hotels Inc. | July 20, 2022 | ||
| Maria L. Caldwell | ||||
/S/ EDWARD S. STEIN | Director of Sotherly Hotels Inc. | July 20, 2022 | ||
| Edward S. Stein | ||||
/S/ ANTHONY C. ZINNI | Director of Sotherly Hotels Inc. | July 20, 2022 | ||
| Anthony C. Zinni | ||||
/S/ G. SCOTT GIBSON IV | Director of Sotherly Hotels Inc. | July 20, 2022 | ||
| G. Scott Gibson IV | ||||
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