As filed with the Securities and Exchange Commission on May 16, 2007
Registration No. 333-132227
UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-11
TO
FORM S-3
FOR REGISTRATION
UNDER
THE SECURITIES ACT OF 1933
OF CERTAIN REAL ESTATE COMPANIES
ON FORM S-11
TO
FORM S-3
FOR REGISTRATION
UNDER
THE SECURITIES ACT OF 1933
OF CERTAIN REAL ESTATE COMPANIES
EQUITY ONE, INC.
(Exact name of registrant as specified in its governing instruments)
Maryland | 52-1794271 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
1600 N.E. Miami Gardens Drive
North Miami Beach, Florida 33179
(305) 947-1664
North Miami Beach, Florida 33179
(305) 947-1664
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
_________________________
For the Co-Registrants, Please see “Co-Registrant Information”
on the following page
_________________________
Jeffrey S. Olson
Chief Executive Officer
Equity One, Inc.
1600 N.E. Miami Gardens Drive
North Miami Beach, Florida 33179
(305) 947-1664
including area code, of registrant’s principal executive offices)
_________________________
For the Co-Registrants, Please see “Co-Registrant Information”
on the following page
_________________________
Jeffrey S. Olson
Chief Executive Officer
Equity One, Inc.
1600 N.E. Miami Gardens Drive
North Miami Beach, Florida 33179
(305) 947-1664
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
_________________________
Copies of communications to:
Including Area Code, of Agent for Service)
_________________________
Copies of communications to:
Arthur L. Gallagher, Esq. General Counsel Equity One, Inc. 1600 N.E. Miami Gardens Drive North Miami Beach, Florida 33179 Telephone: (305) 947-1664 Facsimile: (305) 947-1734 | Ira N. Rosner, Esq. Greenberg Traurig, P.A. 1221 Brickell Avenue Miami, Florida 33131 Telephone: (305) 579-0500 Facsimile: (305) 579-0717 |
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement, as determined by market
conditions and other factors.
From time to time after the effective date of this Registration Statement, as determined by market
conditions and other factors.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a registration statement filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. o
CO-REGISTRANT INFORMATION
(Primary Standard | (State or Other | |||||||
Industrial | Jurisdiction of | |||||||
(Exact Name of Co-Registrants as | Classification | Incorporation or | (I.R.S. Employer | |||||
Specified in its Charter | Number) | Organization) | Identification No.) | |||||
Cashmere Developments, Inc. | 6798 | Florida | 65-0764138 | |||||
Centerfund (US), LLC | 6798 | Delaware | 65-0573488 | |||||
Centrefund Realty (U.S.) Corporation | 6798 | Delaware | 65-0573488 | |||||
Equity One (Commonwealth) Inc. | 6798 | Florida | 65-0468889 | |||||
Equity One (Delta) Inc. | 6798 | Florida | 65-0477474 | |||||
Equity One (Florida Portfolio), Inc. | 6798 | Florida | 65-0936518 | |||||
Equity One (Louisiana Portfolio) LLC | 6798 | Florida | 20-0961635 | |||||
Equity One (North Port) Inc. | 6798 | Florida | 65-1054895 | |||||
Equity One (Northeast Portfolio) Inc. | 6798 | Massachusetts | 20-1701389 | |||||
Equity One (Point Royale) Inc. | 6798 | Florida | 65-0596743 | |||||
Equity One (Sky Lake) Inc. | 6798 | Florida | 65-0774400 | |||||
Equity One (Southeast Portfolio) Inc. | 6798 | Georgia | 20-0944665 | |||||
Equity One (Summerlin) Inc. | 6798 | Florida | 65-0835723 | |||||
Equity One (Sunlake) Inc. | 6798 | Florida | 20-1931202 | |||||
Equity One (Walden Woods) Inc. | 6798 | Florida | 65-0887752 | |||||
Equity One Acquisition Corp. | 6798 | Florida | 14-1855377 | |||||
Equity One Realty & Management FL, Inc. | 6798 | Florida | 65-0227351 | |||||
Equity One Realty & Management NE, Inc. | 6798 | Massachusetts | 20-1700738 | |||||
Equity One Realty & Management SE, Inc. | 6798 | Georgia | 14-1869589 | |||||
Equity One Realty & Management Texas, Inc. | 6798 | Texas | 76-0589879 | |||||
EQY (Southwest Portfolio) Inc. | 6798 | Texas | 65-0836659 | |||||
Gazit (Meridian) Inc. | 6798 | Florida | 65-0324247 | |||||
IRT Alabama, Inc. | 6798 | Alabama | 58-2336025 | |||||
IRT Capital Corporation II | 6798 | Georgia | 58-2244144 | |||||
IRT Management Company | 6798 | Georgia | 58-1896262 | |||||
IRT Partners L.P. | 6798 | Georgia | 58-2404832 | |||||
Louisiana Holding Corp. | 6798 | Florida | 20-0460982 | |||||
Shoppes at Jonathan’s Landing, Inc. | 6798 | Florida | 65-0814957 | |||||
Southeast U.S. Holdings Inc. | 6798 | Florida | 20-1118680 | |||||
The Meadows Shopping Center, LLC | 6798 | Florida | 82-0602043 | |||||
The Shoppes of Eastwood, LLC | 6798 | Florida | 82-0550520 |
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DEREGISTRATION OF COMMON STOCK, PREFERRED STOCK, DEPOSITORY SHARES,
DEBT SECURITIES, GUARANTEES AND WARRANTS
DEBT SECURITIES, GUARANTEES AND WARRANTS
On March 6, 2006, Equity One, Inc. (the “Company”) filed with the Securities and Exchange Commission a Registration Statement on Form S-3ASR (Registration No. 333-132227) (the “Registration Statement”) for the registration of an indeterminate number of the Company’s (i) shares of common stock, par value $0.01 per share (the “Common Stock”), (ii) shares of preferred stock, par value $0.01 per share (the “Preferred Stock”), (iii) depository shares each of which represents a fractional interest of a share of the Preferred Stock (the “Depository Shares”), (iv) debt securities issued under the indenture dated September 9, 1998 between the Company and SunTrust Bank, as trustee (the “Debt Securities”), (v) guarantees, if any, of the Debt Securities by the Co-Registrants or one or more of the future subsidiaries of the Company (the “Guarantees”) and (vi) warrants to purchase Depositary Shares, Debt Securities, Common stock or Preferred Stock or any combination of those securities (the “Warrants”). By this Post-Effective Amendment No. 1 on Form S-11 to the Registration Statement, the Company hereby deregisters such number of shares of Common Stock and Preferred Stock, Depository Shares, Debt Securities, Guarantees and Warrants originally covered by the Registration Statement that remain unsold and covered by the Registration Statement on the date hereof.
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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-11 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on May 15, 2007.
EQUITY ONE, INC. | ||||
By: | /s/ Gregory R. Andrews | |||
Gregory R. Andrews | ||||
Executive Vice President and Chief Financial Officer | ||||
The following direct and indirect subsidiaries of the registrant are co-registrants under this registration statement.
CO-REGISTRANTS | ||
Cashmere Developments, Inc. | ||
Centerfund (US), LLC | ||
Centrefund Realty (U.S.) Corporation | ||
Equity One (Commonwealth) Inc. | ||
Equity One (Delta) Inc. | ||
Equity One (Florida Portfolio) Inc. | ||
Equity One (Louisiana Portfolio) LLC | ||
Equity One (North Port) Inc. | ||
Equity One (Northeast Portfolio) Inc. | ||
Equity One (Point Royale) Inc. | ||
Equity One (Sky Lake) Inc. | ||
Equity One (Southeast Portfolio) Inc. | ||
Equity One (Summerlin) Inc. | ||
Equity One (Sunlake) Inc. | ||
Equity One (Walden Woods) Inc. | ||
Equity One Acquisition Corp. | ||
Equity One Realty & Management FL, Inc. | ||
Equity One Realty & Management NE, Inc. | ||
Equity One Realty & Management SE, Inc. | ||
Equity One Realty & Management Texas, Inc. | ||
EQY (Southwest Portfolio) Inc. | ||
Gazit (Meridian) Inc. | ||
IRT Alabama, Inc. | ||
IRT Capital Corporation II | ||
IRT Management Company | ||
Louisiana Holding Corp. | ||
Prosperity Shopping Center Corp. | ||
Shoppes at Jonathan’s Landing, Inc. | ||
Southeast U.S. Holdings Inc. | ||
The Meadows Shopping Center, LLC | ||
The Shoppes of Eastwood, LLC |
By: | /s/ Gregory R. Andrews | |||||
Gregory R. Andrews | ||||||
Vice President and Treasurer | ||||||
IRT Partners, L.P. | ||||||
By: Equity One, Inc., its general partner | ||||
By: | /s/ Gregory R. Andrews | |||
Gregory R. Andrews | ||||
Executive Vice President and Chief Financial Officer |
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons and on the dates indicated.
Signature | Title | Date | ||
/s/ Jeffrey S. Olson | Chief Executive Officer and Director (Principal Executive Officer) | May 15, 2007 | ||
/s/ Gregory R. Andrews | Executive Vice President and Chief Financial Officer (Principal Accounting and Financial Officer) | May 15, 2007 | ||
/s/ Chaim Katzman | Chairman of the Board | May 15, 2007 | ||
/s/ Noam Ben Ozer * | Director | May 15, 2007 | ||
/s/ James Cassel * | Director | May 15, 2007 | ||
| Director | |||
/s/ Neil Flanzraich * | Director | May 15, 2007 | ||
/s/ Patrick L. Flinn * | Director | May 15, 2007 | ||
/s/ Nathan Hetz * | Director | May 15, 2007 | ||
/s/ Peter Linneman * | Director | May 15, 2007 | ||
/s/ Dori Segal * | Director | May 15, 2007 |
* | By | /s/ Chaim Katzman | ||
Chaim Katzman | ||||
Attorney-In-Fact | ||||
(1) | Mr. Olson serves as a director of each of the Co-Registrants that are corporations and a manager of each of the Co-Registrants that are limited liability companies. Mr. Olson also serves as the President and Principal Executive Officer of each of the Co-Registrants. | |
(2) | Mr. Andrews serves as the Vice President and Treasurer of each of the Co-Registrants. Mr. Andrews is the Principal Accounting and Financial Officer of each of the Co-Registrants. | |
(3) | Mr. Katzman serves as a director of each of the Co-Registrants that are corporations and a manager of each of the Co-Registrants that are limited liability companies. |
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