As filed with the Securities and Exchange
Commission on March 2, 2016
Registration No. 333-169958
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1 to
Form S-8 Registration Statement 333-169958
FORM S-8
Registration Statement
Under
The Securities Act of 1933
CAMPUS
CREST COMMUNITIES, INC.
(Exact name of registrant as specified in
its charter)
Maryland
(State or other jurisdiction of incorporation
or organization) |
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27-2481988
(I.R.S. Employer Identification
No.) |
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2100 Rexford Road, Suite 414
Charlotte, North Carolina 28211
(704) 496-2500
(Address, including
zip code, and telephone number, including area code, of registrant’s principal executive offices)
Equity Incentive Compensation Plan
(Full Title of the Plan)
John Makuch
Interim Chief Financial Officer
Campus Crest Communities, Inc.
2100 Rexford Road, Suite 414
Charlotte, North Carolina
(704) 496-2500
(Name, address, including
zip code, and telephone number, including area code, of agent for service)
Copy to:
Kilpatrick Townsend & Stockton, LLP
1100 Peachtree Street, Suite 2800
Atlanta, Georgia 30309-4528
Attention: W. Benjamin Barkley
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):
Large accelerated filer ¨ |
Accelerated filer x |
Non-accelerated
filer ¨ |
Smaller reporting company ¨ |
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (the “Post-Effective
Amendment”) relates to the Registration Statement of Campus Crest Communities, Inc. (the “Registrant”) on Form
S-8 (No. 333-169958), which was filed with the SEC on October 15, 2010, pertaining to the registration of 2,500,000 shares of Common
Stock, $0.01 par value per share, issuable under the Registrant’s Equity Incentive Compensation Plan (the “Registration
Statement”).
The Registrant expects the closing of the
merger (the “Merger”) of the Registrant with and into HSRE Quad Merger Sub, LLC (“Merger Sub”), with Merger
Sub surviving the Merger, pursuant to that certain Agreement and Plan of Merger, dated as of October 16, 2015, by and among the
Registrant, HSRE Quad Merger Parent, LLC, Merger Sub and CCGSR, Inc., to occur on March 2, 2016, subject only to customary closing
deliveries and conditions being satisfied at the closing.
In connection with the anticipated closing
of the Merger, the Registrant has terminated all offerings of the Registrant’s securities pursuant to its existing registration
statements, including the Registration Statement. In accordance with the undertakings made by the Registrant in the Registration
Statement to remove from registration, by means of a post-effective amendment, any of the securities which remain unsold at the
termination of the offering, the Registrant hereby removes from registration all such securities of the Registrant registered but
unsold under the Registration Statement, if any.
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 this Post-Effective Amendment to the Registration Statement and has duly caused this Post-Effective Amendment to be
signed on its behalf by the undersigned, thereunto duly authorized, in Charlotte, North Carolina, on this 2nd day of March, 2016.
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Campus Crest Communities, Inc. |
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By: |
/s/ John Makuch |
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John Makuch |
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Interim Chief Financial Officer |
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No other person is required to sign this Post-Effective Amendment
in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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