As filed with the Securities and Exchange Commission on July 23, 2013
Registration No. 333-184126
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pre-Effective Amendment No. 4
to
Form S-11
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Industrial Property Trust Inc.
(Exact name of registrant as specified in governing instruments)
518 Seventeenth Street, 17th Floor
Denver, Colorado 80202
Telephone (303) 339-3650
(Address of principal executive offices)
Dwight L. Merriman III
Chief Executive Officer
518 Seventeenth Street, 17th Floor
Denver, Colorado 80202
Telephone (303) 339-3650
(Name, address and telephone number of agent for service)
copies to:
Judith D. Fryer, Esq.
Alice L. Connaughton, Esq.
Greenberg Traurig, LLP
200 Park Avenue
New York, New York 10166
(212) 801-9200
Approximate date of commencement of proposed sale to the public: as soon as practicable after this registration statement becomes effective.
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, 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. ¨
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. ¨
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. ¨
If delivery of the prospectus is expected to be made pursuant to Rule 434, 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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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| Large accelerated filer | | ¨ | | Accelerated filer | | ¨ |
| Non-accelerated filer | | x (Do not check if a smaller reporting company) | | Smaller reporting company | | ¨ |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Pre-Effective Amendment No. 4 to the Registration Statement on Form S-11 (Registration No. 333-184126) is filed solely to update an exhibit previously filed with respect to such Registration Statement. No changes have been made to Part I or Part II of the Registration Statement other than Item 36(b) of Part II as set forth below.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 36. Financial Statements and Exhibits
| | (b) | Exhibits. The following exhibit is filed as part of this Registration Statement: |
| | |
Exhibit
Number | | Exhibit |
| |
| 23.1 | | Consent of KPMG LLP, Independent Registered Public Accounting Firm |
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-11 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Denver, state of Colorado on July 23, 2013.
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| INDUSTRIAL PROPERTY TRUST INC. |
| |
By: | | /s/ DWIGHT L. MERRIMAN III |
| | Dwight L. Merriman III Chief Executive Officer and Director (Principal Executive Officer) |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
| | | | |
| Signatures | | Title | | Date |
| | |
By: /s/ DWIGHT L. MERRIMAN III Dwight L. Merriman III | | Chief Executive Officer and Director (Principal Executive Officer) | | July 23, 2013 |
| | |
By: * Evan H. Zucker | | Chairman of the Board of Directors and Director | | July 23, 2013 |
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By: /s/ THOMAS G. MCGONAGLE Thomas G. McGonagle | | Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) | | July 23, 2013 |
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By: * Marshall M. Burton | | Director | | July 23, 2013 |
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By: * Charles B. Duke | | Director | | July 23, 2013 |
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By: * Stanley A. Moore | | Director | | July 23, 2013 |
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|
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| *By: | | /S/ THOMAS G. MCGONAGLE |
| | Thomas G. McGonagle, as attorney-in-fact |
