UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BEDFORD PROPERTY INVESTORS, INC.
(Exact name of registrant as specified in its charter)
Maryland
(State or other jurisdiction of incorporation or organization)
68-0306514
(I.R.S. Employer Identification Number)
270 Lafayette Circle
Lafayette, California 94549
(925) 283-8910
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Peter B. Bedford
Chief Executive Officer
270 Lafayette Circle
Lafayette, California 94549
(925) 283-8910
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a copy to:
Dennis Klimmek, Esq. Executive Vice President, General Counsel and Secretary Bedford Property Investors, Inc. 270 Lafayette Circle Lafayette, California 94549 (925) 283-8910 | Kevin P. Kennedy, Esq. Simpson Thacher & Bartlett LLP 3330 Hillview Avenue Palo Alto, California 94304 (650) 251-5000 |
RECENT EVENTS: DEREGISTRATION
The Registrant registered its 8.75% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”) under the Registration Statement filed with the Securities and Exchange Commission on September 18, 2003 and subsequently amended on December 3, 2003 (Registration No. 333-108908) (the “Registration Statement”). Pursuant to a registration rights agreement dated August 5, 2003, entered into between the Registrant and the initial purchaser of the Series A Preferred Stock (filed as Exhibit 4.4 to the Registration Statement), the Registrant’s obligation to maintain the effectiveness of the Registration Statement expired on August 5, 2005. Accordingly, pursuant to an undertaking made in Item 17 of the Registration Statement, the Registrant hereby removes from registration its Series A Preferred Stock.
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-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lafayette, State of California, on October 3, 2005.
BEDFORD PROPERTY INVESTORS, INC. | ||
By: | /s/ Peter B. Bedford | |
Name: Peter B. Bedford Title: Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Peter B. Bedford Peter B. Bedford | Chief Executive Officer and Chairman of the Board (Principal Executive Officer) | October 3, 2005 | ||
/s/ Hanh Kihara Hanh Kihara | Chief Financial Officer (Principal Financial and Accounting Officer) | October 3, 2005 | ||
* Peter D. Linneman | Director | October 3, 2005 | ||
* Bowen H. McCoy | Director | October 3, 2005 | ||
* Thomas H. Nolan, Jr. | Director | October 3, 2005 | ||
* Martin I. Zankel | Director | October 3, 2005 |
*By: | /s/ Hanh Kihara | |
Hanh Kihara Attorney-in-Fact |