As filed with the Securities and Exchange Commission on October 1, 2015
Registration No. 333-200990
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
SmartStop Self Storage, Inc.
(Edgewater REIT Acquisition (MD) LLC as successor by merger to SmartStop Self Storage, Inc.)
(Exact name of registrant as specified in its charter)
| Maryland | 32-0211624 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
| c/o Extra Space Storage Inc. 2795 East Cottonwood Parkway, Suite 400 Salt Lake City, Utah | 84121 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (801) 365-4600
EMPLOYEE AND DIRECTOR LONG-TERM INCENTIVE PLAN OF STRATEGIC STORAGE TRUST, INC.
(Full title of the plan)
c/o Extra Space Storage Inc.
Spencer F. Kirk
Chief Executive Officer
2795 East Cottonwood Parkway, Suite 400
Salt Lake City, Utah 84121
(801) 365-4600
(Name, address, including zip code, and telephone number, including area code, of agent for service of process)
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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) relates to the Registration Statement of SmartStop Self Storage, Inc. (“SmartStop”) on Form S-8 (File No. 333-200990) (the “Registration Statement”), which was filed with the Securities and Exchange Commission on December 16, 2014.
On October 1, 2015, pursuant to that certain Agreement and Plan of Merger, dated as of June 15, 2015, as amended by Amendment No. 1 on July 16, 2015, among SmartStop, SmartStop Self Storage Operating Partnership, L.P., a Delaware limited partnership, Extra Space Storage Inc., a Maryland corporation, Extra Space Storage LP, a Delaware limited partnership (“Extra Space OP”), Edgewater REIT Acquisition (MD) LLC, a Maryland limited liability company and indirect wholly-owned subsidiary of Extra Space OP (“Merger Sub I”) and Edgewater Partnership Acquisition (DE) LLC, a Delaware limited liability company and indirect wholly-owned subsidiary of Extra Space OP, SmartStop merged with and into Merger Sub I, with Merger Sub I continuing as the surviving company in the merger (the “Company Merger”).
As a result of the Company Merger, Merger Sub I, as successor to SmartStop, has terminated any and all offerings of its securities pursuant to the Registration Statement. In accordance with an undertaking contained in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities registered under the Registration Statement that remain unsold at the termination of the offering, Merger Sub I, as successor to SmartStop, hereby removes from registration all of its securities registered but unsold under the Registration Statement as of the date hereof. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, the registrant has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Salt Lake City, State of Utah, on this 1st day of October, 2015.
Edgewater REIT Acquisition (MD) LLC as successor by merger to SmartStop Self Storage, Inc. | ||
| By: | /s/ Gwyn G. McNeal | |
| Gwyn G. McNeal | ||
| Manager | ||
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