American Realty Capital - Retail Centers Of America Inactive
Filed: 7 May 15, 12:00am
As filed with the Securities and Exchange Commission on May 7, 2015
Registration No. 333-169355
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
POST-EFFECTIVE AMENDMENT NO. 14
TO
FORM S-11
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES
_____________________
AMERICAN REALTY CAPITAL—RETAIL CENTERS OF AMERICA, INC.
(Exact Name of Registrant as Specified in Its Governing Instruments)
_____________________
405 Park Avenue, 14th Floor
New York, New York 10022
(212) 415-6500
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant’s Principal Executive Offices)
_____________________
William M. Kahane
AMERICAN REALTY CAPITAL—RETAIL CENTERS OF AMERICA, INC.
405 Park Avenue, 14th Floor
New York, New York 10022
(212) 415-6500
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
_____________________
With Copies to:
| Peter M. Fass, Esq. Proskauer Rose LLP Eleven Times Square New York, New York 10036 Tel: (212) 969-3000 Fax: (212) 969-2900 | Michael J. Choate, Esq. Proskauer Rose LLP 70 West Madison #3800 Chicago, Illinois 60602-4342 Tel: (312) 962-3567 Fax: (312) 962-3551 | James A. Tanaka, Esq. General Counsel RCS Capital 405 Park Avenue, 14th Floor New York, New York 10022 (212) 415-6500 |
_____________________
Approximate Date of Commencement of Proposed Sale to the Public:This Post-Effective Amendment No. 14 to Form S-11 Registration Statement (Registration No. 333-169355) is being filed to deregister all of the shares of common stock that were registered but unsold under the Registration Statement that remained unsold as of the termination of the offering.
If any of the Securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933, check the following box.x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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 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 post-effective amendment 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, please check the following box.o
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 o | Accelerated filer o | Non-accelerated filer o | Smaller reporting company x | |||
| (Do not check if a smaller reporting company) | ||||||
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 14 to the Registration Statement on Form S-11, which was originally filed September 14, 2010 (file no. 333-169355) (the “Registration Statement”) to register 150,000,000 shares of common stock, par value $0.01 per share (“Common Stock”), of American Realty Capital—Retail Centers of America, Inc. (the “Company”) in connection with its primary offering and 25,000,000 shares of Common Stock in connection with its Distribution Reinvestment Plan (collectively, the “Securities”), is being filed to deregister all of the Securities not yet sold.
On September 12, 2014, the Company’s primary offering expired in accordance with its terms. Accordingly, pursuant to the undertaking contained in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities that remain unsold at the termination of the offering, the Company hereby amends the Registration Statement by deregistering all Securities that were registered but unsold under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 14 to the registrant’s registration statement on Form S-11 and has duly caused such amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, the State of New York, on May 7, 2015.
| American Realty Capital—Retail Centers of America, Inc. | ||
| By: | /s/ William M. Kahane William M. Kahane Chief Executive Officer, President and Chairman of the Board of Directors |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 14 to the registrant’s Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| NAME | CAPACITY | DATE | ||
| /s/ William M. Kahane William M. Kahane | Chief Executive Officer, President and Chairman of the Board of Directors | May 7, 2015 | ||
| /s/ Patrick Goulding Patrick Goulding | Chief Financial Officer and Secretary | May 7, 2015 | ||
| /s/ Kase Abusharkh Kase Abusharkh | Chief Investment Officer | May 7, 2015 | ||
| /s/ David Gong David Gong | Lead Independent Director | May 7, 2015 | ||
| /s/ Edward G. Rendell Edward G. Rendell | Independent Director | May 7, 2015 |