As filed with the Securities and Exchange Commission on December 12, 2017
Registration No. 333-207471
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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KBS Growth & Income REIT, Inc.
(Exact name of registrant as specified in its charter)
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| Maryland | 47-2778257 |
(State or other jurisdiction of incorporation or organization) | (IRS employer identification number) |
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800 Newport Center Drive, Suite 700
Newport Beach, California 92660
(949) 417-6500
(Address, including zip code, and telephone number, including area code, of the registrant’s principal executive offices)
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Charles J. Schreiber, Jr.
Chief Executive Officer
KBS Growth & Income REIT, Inc.
800 Newport Center Drive, Suite 700
Newport Beach, California 92660
(949) 417-6500
(Name, address, including zip code, and telephone number, including area code, of agent for service)
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Copies to:
Robert H. Bergdolt, Esq.
Carrie J. Hartley, Esq.
Laura K. Sirianni, Esq.
DLA Piper LLP (US)
4141 Parklake Avenue, Suite 300
Raleigh, North Carolina 27612-2350
(919) 786-2000
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Approximate date of commencement of proposed sale to public: From time to time after this registration statement becomes effective.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. x
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 1993, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ¨
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 number of the earlier effective registration statement for the same offering. ¨
If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, 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. (Check one) |
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| Large Accelerated Filer | | o | | | Accelerated Filer | | o |
| Non-Accelerated Filer | | o | (Do not check if a smaller reporting company) | | Smaller reporting company | | x |
| | | | | | Emerging growth company | | x |
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. x
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Explanatory Note
This post-effective amendment no. 1 to Form S-3 is filed pursuant to Rule 462(d) solely to add certain exhibits not previously filed with respect to such Registration Statement.
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:
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 on Form S-3 and 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 Newport Beach, State of California, on December 12, 2017.
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| | KBS GROWTH & INCOME REIT, INC. |
| | | |
| | By: | /s/ Jeffrey K. Waldvogel |
| | | Jeffrey K. Waldvogel |
| | | 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 in the capacities and on the dates indicated:
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| Name | | Title | | Date |
| | | | | |
| * | | Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer) | | December 12, 2017 |
| Charles J. Schreiber, Jr. | | | | |
| /s/ Jeffrey K. Waldvogel | | Chief Financial Officer (Principal Financial Officer) | | December 12, 2017 |
| Jeffrey K. Waldvogel | | | | |
| * | | Chief Accounting Officer (Principal Accounting Officer) | | December 12, 2017 |
| Stacie K. Yamane | | | | |
| * | | President and Director | | December 12, 2017 |
| Peter M. Bren | | | | |
| * | | Director | | December 12, 2017 |
| George R. Bravante, Jr. | | | | |
| * | | Director | | December 12, 2017 |
| Jon D. Kline | | | | |
| * | | Director | | December 12, 2017 |
| Keith P. Russell | | | | |
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| *By: | /s/ Jeffrey K. Waldvogel | |
| | Jeffrey K. Waldvogel | |
| | Chief Financial Officer, Attorney-in-Fact |
