As filed with the Securities and Exchange Commission on December 5, 2014
Registration No. 333-200746
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-11
FOR REGISTRATION
UNDER
THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES
City Office REIT, Inc.
(Exact name of registrant as specified in governing instruments)
1075 West Georgia Street
Suite 2600
Vancouver, British Columbia, V6E 3C9
Tel: (604) 806-3366
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Anthony Maretic
Chief Financial Officer
City Office REIT, Inc.
1075 West Georgia Street
Suite 2600
Vancouver, British Columbia, V6E 3C9
Tel: (604) 806-3366
(Name, address, including zip code, and telephone number, including area code, of agent for service)
COPIES TO:
| Stephen T. Giove, Esq. Robert Evans III, Esq. Shearman & Sterling LLP 599 Lexington Avenue New York, New York 10022 Telephone: (212) 848-4000 Facsimile: (212) 848-7179 |
David C. Wright, Esq. Trevor K. Ross, Esq. Hunton & Williams LLP Riverfront Plaza, East Tower 951 E. Byrd Street Richmond, Virginia 23219 Telephone: (804) 788-8200 Facsimile: (804) 788-8218 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
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, 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 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(d) 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. x
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. ¨
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.
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
This registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(d) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (the “Amendment”) relates to the Registrant’s Registration Statement on Form S-11, as amended (File No. 333-200746), filed by the Registrant on December 4, 2014 pursuant to Rule 462(b) under the Securities Act. The Registrant is filing this Amendment for the sole purpose of replacing Exhibits 5.1 and 8.1 to the Registration Statement which exhibits are superseded by Exhibits 5.1 and 8.1 filed herewith, as set forth in the Exhibit Index below.
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 a post-effective amendment under Rule 462(d) 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 Vancouver, Canada, on December 5, 2014.
| CITY OFFICE REIT, INC. | ||
| By: | /s/ James Farrar | |
| Name: James Farrar | ||
| Title: Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| SIGNATURE |
TITLE |
DATE | ||
| /s/ James Farrar James Farrar |
Chief Executive Officer and Director |
December 5, 2014 | ||
| /s/ Anthony Maretic Anthony Maretic |
Chief Financial Officer, Treasurer and Secretary |
December 5, 2014 | ||
| /s/ Gregory Tylee Gregory Tylee |
Chief Operating Officer and President |
December 5, 2014 | ||
| * Samuel Belzberg |
Director |
December 5, 2014 | ||
| * William Flatt |
Director |
December 5, 2014 | ||
| * John McLernon |
Director |
December 5, 2014 | ||
| * Mark Murski |
Director |
December 5, 2014 | ||
| * Stephen Shraiberg |
Director |
December 5, 2014 | ||
| *By: | /s/ James Farrar | |
| Name: James Farrar Title: Attorney-in-fact |
EXHIBIT INDEX
| Exhibit |
Description | |
| 5.1 | Opinion of Ballard Spahr LLP regarding validity of the shares registered | |
| 8.1 | Opinion of Shearman & Sterling LLP regarding certain tax matters | |
| 23.2 | Consent of Ballard Spahr LLP (included in the opinion filed as Exhibit 5.1) | |
| 23.3 | Consent of Shearman & Sterling LLP (included in the opinion filed as Exhibit 8.1) | |