As filed with the Securities and Exchange Commission on March 11, 2009
Registration No. 333-150980
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
REALTY FINANCE CORPORATION
(Exact name of Registrant as specified in its governing instruments)
| Maryland | 185 Asylum Street, 31st Floor Hartford, Connecticut, 06103 (860) 275-6200 | 30-0314655 | ||
(State or other jurisdiction of incorporation or organization) | (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) | (I.R.S. Employer Identification No.) |
Kenneth J. Witkin
President and Chief Executive Officer
185 Asylum Street, 31st Floor
Hartford, Connecticut, 06103
(860) 275-6200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copy to:
Larry P. Medvinsky, Esq.
Clifford Chance US LLP
31 West 52nd Street
New York, New York 10019
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Not applicable.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ¨
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ¨
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
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 Exchange Act.
| Large accelerated filer¨ | Accelerated Filerx | |
| Non-accelerated filer ¨ (Do not check if a smaller reporting company) | Small reporting company¨ |
EXPLANATORY NOTE:
REMOVAL OF SECURITIES FROM REGISTRATION
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-3 (File No. 333-150980) (the “Registration Statement”) of Realty Finance Corporation (“RFC”).
The offering contemplated by the Registration Statement has terminated. Pursuant to the understakings contained in Part II of the Registration Statement, RFC is removing from registration, by means of this Post-Effective Amendment No. 1 to the Registration Statement, any securities registered under the Registration Statement which remained unsold at the termination of the offering.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on March 11, 2009.
| REALTY FINANCE CORPORATION | ||
| By: | /s/ Daniel Farr | |
Name: Daniel Farr Title: Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
| /s/ Ray Wirta | Chairman of the Board of Directors | March 11, 2009 | ||
| Ray Wirta | ||||
| /s/ Kenneth J. Witkin | Chief Executive Officer, President and Director (Principal Executive Officer) | March 11, 2009 | ||
| Kenneth J. Witkin | ||||
| /s/ Douglas Eby | Director | March 11, 2009 | ||
| Douglas Eby | ||||
| /s/ Vincent Costantini | Director | March 11, 2009 | ||
| Vincent Costantini | ||||
| /s/ Ricardo Koenigsberger | Director | March 11, 2009 | ||
| Ricardo Koenigsberger | ||||
| /s/ Daniel Farr | Chief Financial Officer (Principal Financial and Accounting Officer) | March 11, 2009 | ||
| Daniel Farr | ||||
