As filed with the Securities and Exchange Commission on October 3, 2022
Registration No. 033-55727
Registration No. 333-39965
Registration No. 333-42513
Registration No. 333-82061
Registration No. 333-35162
Registration No. 333-59508
Registration No. 333-113907
Registration No. 333-124364
Registration No. 333-128133
Registration No. 333-160960
Registration No. 333-185583
Registration No. 333-205981
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form S—8 Registration Statement No. 033-55727
Post-Effective Amendment No. 2 to Form S—8 Registration Statement No. 333-39965
Post-Effective Amendment No. 1 to Form S—8 Registration Statement No. 333-42513
Post-Effective Amendment No. 2 to Form S—8 Registration Statement No. 333-82061
Post-Effective Amendment No. 2 to Form S—8 Registration Statement No. 333-35162
Post-Effective Amendment No. 2 to Form S—8 Registration Statement No. 333-59508
Post-Effective Amendment No. 1 to Form S—8 Registration Statement No. 333-113907
Post-Effective Amendment No. 1 to Form S—8 Registration Statement No. 333-124364
Post-Effective Amendment No. 1 to Form S—8 Registration Statement No. 333-128133
Post-Effective Amendment No. 1 to Form S—8 Registration Statement No. 333-160960
Post-Effective Amendment No. 1 to Form S—8 Registration Statement No. 333-185583
Post-Effective Amendment No. 1 to Form S—8 Registration Statement No. 333-205981
UNDER
THE SECURITIES ACT OF 1933
DUKE REALTY CORPORATION
(Exact name of registrant as specified in its charter)
Indiana
(State or other jurisdiction of
incorporation or organization) | | 35-1740409
(I.R.S. Employer
Identification No.) |
c/o Prologis, Inc.
Pier 1, Bay 1, San Francisco, CA 94111
(415) 394-9000
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)
1993 Duke Realty Stock Option Plan
1995 Dividend Increase Unit Plan
1995 Dividend Increase Unit Plan of Duke Realty Services Limited Partnership
1995 Key Employees’ Stock Option Plan
1996 Directors’ Stock Payment Plan
1999 Directors’ Stock Option and Dividend Increase Unit Plan
1999 Salary Replacement Stock Option and Dividend Increase Unit Plan
2000 Performance Share Plan of Duke-Weeks Realty Corporation
Directors’ Deferred Compensation Plan of Duke-Weeks Realty Corporation
Directors’ Stock Payment Plan
Duke 401(k) Plan
Duke Realty 401(k) Plan
Duke Realty Corporation 1995 Key Employees’ Stock Option Plan
Duke Realty Corporation 2005 Long-Term Incentive Plan
Duke Realty Corporation Amended and Restated 2005 Long-Term Incentive Plan
Duke Realty Corporation 2015 Long-Term Incentive Plan
Duke Realty Investments, Inc. Employee Stock Repurchase Plan
Duke Realty Investments, Inc. Employees’ Stock Purchase Plan
Duke Realty Profit Sharing and Salary Deferral Plan
Executives’ Deferred Compensation Plan of Duke Realty Services Limited Partnership
Weeks Corporation 1998 Incentive Stock Plan
Weeks Corporation Incentive Stock Plan
(Full titles of the plans)
Edward S. Nekritz, Secretary
Prologis, Inc.
1800 Wazee Street, Suite 500
Denver, Colorado 80202
(303) 567-5000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Adam O. Emmerich, Esq.
Viktor Sapezhnikov, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
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 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 | | x | | Accelerated filer | | o |
| | | |
Non-accelerated filer | | o | | Smaller reporting company | | o |
| | | | | | |
| | | | Emerging growth company | | o |
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. ¨
Registration
No. | | Date Filed with
SEC | | Name of Equity Plan or
Agreement | | Amount of Deferred
Compensation
Obligations | |
333-113907 | | March 24, 2004 | | Executives’ Deferred Compensation Plan
of Duke Realty Services Limited Partnership
Directors’ Deferred Compensation Plan
of Duke-Weeks Realty Corporation | | $ | 35,000,000 | |
| | | | | | | | |
Effective on October 3, 2022, pursuant to the Agreement and Plan of Merger, dated as of June 11, 2022 (as amended or supplemented from time to time, the “Merger Agreement”), by and among the Company, the Partnership, Compton Merger Sub LLC (“Prologis Merger Sub”), Compton Merger Sub OP LLC (“Prologis OP Merger Sub”), Prologis, Inc. (“Prologis”) and Prologis, L.P. (“Prologis OP”), the Company merged with and into Prologis Merger Sub, with Prologis Merger Sub surviving the merger and remaining a wholly owned subsidiary of Prologis (the “Company Merger”), and Prologis OP Merger Sub merged with and into the Partnership, with the Partnership surviving the merger and becoming a wholly owned subsidiary of Prologis OP (the “Partnership Merger” and, together with the Company Merger, the “Mergers”). As a result of the consummation of the Merger and the other transactions contemplated by the Merger Agreement, the Company has terminated the offerings of the Company’s securities pursuant to the Registration Statements.
In accordance with undertakings made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any Shares and other securities which remain unsold at the termination of the offerings, the Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities.
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