Quadra Realty Trust, Inc. - Post-Effective Amendment to Registration Statement (POS AM)
14 März 2008 - 9:54PM
Edgar (US Regulatory)
Registration No. 333-145343
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
QUADRA REALTY TRUST, INC.
(Exact Name of Registrant as Specified in its Charter)
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Maryland
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20-5775392
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(State or Other Jurisdiction of
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(I.R.S. Employer Identification No.)
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Incorporation or Organization)
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622 THIRD AVENUE, 30th FLOOR
NEW YORK, NEW YORK 10017
(Address of Principal Executive Offices)
QUADRA REALTY TRUST, INC. EQUITY PLAN
(Full Title of the Plan)
EVAN F. DENNER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
622 THIRD AVENUE, 30th FLOOR
NEW YORK, NEW YORK 10017
(212) 671-6400
(Name and address, including zip code, and telephone number, including area code of
Agent for Service)
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)
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Large accelerated filer
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Accelerated filer
o
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Non-accelerated filer
x
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Smaller reporting company
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(do not check if a smaller reporting company)
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On August 10, 2007, Quadra Realty Trust, Inc. (the Company) filed a registration
statement on Form S-8 (Reg. No. 333-145343) (the Registration Statement) with the Securities and
Exchange Commission (the SEC) registering the offer and sale of 1,800,000 shares of Common Stock,
$0.001 par value (the Shares). This Post-Effective Amendment No. 1 is an amendment to the
Registration Statement.
On January 28, 2008, the Company, entered into an Agreement and Plan of Merger (the Merger
Agreement) with Hypo Real Estate Capital Corporation, a Delaware corporation (Parent), and HRECC
Sub Inc., a Maryland corporation and a wholly-owned subsidiary of Parent (Purchaser), pursuant to
which Purchaser commenced a tender offer (the Offer) for any and all of the outstanding shares of
common stock of the Company, par value $.001 per share (the QRR Common Stock) not already owned
by the Purchaser, Parent, or any of its affiliates at a purchase price of $10.6506 per share in
cash (without interest and less applicable withholding taxes). On March 13, 2008, Parent announced
the successful completion of the Offer and as a result owned approximately 96.8% of the outstanding
QRR Common Stock, when combined with the QRR Common Stock already owned by Parent and its
affiliates. Pursuant to the Agreement and Plan of Merger, the Company and Purchaser filed Articles
of Merger (the Articles) with the State Department of Assessment and Taxation of Maryland (the
SDAT) on March 14, 2008, which will become effective automatically at 4:01 p.m. Eastern time on
March 14, 2008. In connection with the filing of the Articles, the Purchaser will merge with and
into the Company, with the Company continuing as the surviving corporation and a wholly-owned
subsidiary of Parent (the Merger).
Pursuant to the Merger, all offerings under the Registration Statement have been terminated.
In accordance with the undertakings made by the Company to remove from registration, by means of a
post-effective amendment, any of the Shares registered under the Registration Statement which
remain unsold at the termination of the offerings, the Company hereby removes from registration all
Shares registered under the Registration Statement which remain unsold.
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-8, 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
New York, State of New York, on March 14, 2008.
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QUADRA REALTY TRUST, INC.
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By:
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/s/ Evan F. Denner
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Name:
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Evan F. Denner
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Title:
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President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, as amended, 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 below.
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Signature
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Title
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Date
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/s/ Evan F. Denner
Evan F. Denner
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President, Chief
Executive Officer
and Director
(Principal
Executive Officer)
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March 14, 2008
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Steven M. Sherwyn
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Chief
Financial Officer
and Treasurer
(Principal
Financial and
Accounting Officer)
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March 14, 2008
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Juergen Fenk
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Director
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March 14, 2008
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Robert R. Glauber
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Director
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March 14, 2008
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Thomas F. McDevitt
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Director
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March 14, 2008
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Robert H. Mundheim
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Director
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March 14, 2008
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Bettina von Oesterreich
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Director
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March 14, 2008
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Ronald M. Stuart
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Director
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March 14, 2008
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Lawrence A. Weinbach
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Director
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March 14, 2008
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/s/ Evan F. Denner
Evan F. Denner, as
attorney-in-fact
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March 14, 2008
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