As filed with the Securities and Exchange Commission on April 2, 2021
Registration Statement No. 333-248826
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
FORM S-11
FOR REGISTRATION
UNDER
THE SECURITIES ACT OF 1933 OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES
Healthcare Trust, Inc.
(Exact name of registrant as specified in its governing instruments)
650 Fifth Avenue, 30th Floor
New York, New York 10019
(212) 415-6500
(Address, including Zip Code and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Edward M. Weil, Jr.
Chief Executive Officer and President
650 Fifth Avenue, 30th Floor
New York, New York 10019
(212) 415-6500
(Name, Address, including Zip Code and Telephone Number, Including Area Code, of Agent for Service)
| |
Michael J. Choate, Esq.
Proskauer Rose LLP
70 West Madison, Suite 3800
Chicago, Illinois 60602-4342
Tel: (312) 962-3567 | Dean M. Colucci, Esq.
Duane Morris LLP
1540 Broadway
New York, NY 10036
(212) 692-1000 |
| | |
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 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. ¨
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. x Registration No. 333-248826
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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
| Large accelerated filer ¨ Non-accelerated filer x | | | | | Accelerated filer ¨ Smaller reporting company ¨ Emerging growth company ¨ | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-11 (No. 333-248826) is filed pursuant to Rule 462(d) solely to add exhibits not previously filed with respect to the registration statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 36. Exhibits
The following exhibits are filed as part of this registration statement:
EXHIBIT INDEX
* Filed herewith
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 on Form S-11 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on April 2, 2021.
| | HEALTHCARE TRUST, INC. |
| | | | |
| | By: | | /s/ Edward M. Weil, Jr. |
| | | | Edward M. Weil, Jr. |
| | | | Chief Executive Officer and President
(Principal Executive Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-11 has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
| Signature | | Title | | Date |
| | | | | |
/s/ Edward M. Weil, Jr. Edward M. Weil, Jr. | | Chief Executive Officer, President and Director (Principal Executive Officer) | | April 2, 2021 |
| | | | | |
* Lee M. Elman | | Independent Director | | April 2, 2021 |
| | | | | |
* Leslie D. Michelson | | Independent Director | | April 2, 2021 |
| | | | | |
* B.J. Penn | | Independent Director | | April 2, 2021 |
| | | | | |
* Edward G. Rendell | | Independent Director | | April 2, 2021 |
| | | | | |
* Elizabeth K. Tuppeny | | Independent Director | | April 2, 2021 |
| | | | | |
/s/ Katie P. Kurtz Katie P. Kurtz | | Chief Financial Officer, Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer) | | April 2, 2021 |
| | | | | |
| *By: | | /s/ Edward M. Weil, Jr. Edward M. Weil, Jr.
Attorney-in-fact | | | | |
