-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QKqu4ReljWJj4/NUqNQuvpSOmxA8zQSn8QETVOYujAjwSw4zaFAW+ARZ3aDnw9+A rxJmKpiVQ1IyiV0sP6uSTw== 0001193125-10-196382.txt : 20100825 0001193125-10-196382.hdr.sgml : 20100825 20100825103336 ACCESSION NUMBER: 0001193125-10-196382 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100825 DATE AS OF CHANGE: 20100825 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WELLS REAL ESTATE INVESTMENT TRUST II INC CENTRAL INDEX KEY: 0001252849 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 200068852 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-144414 FILM NUMBER: 101036646 BUSINESS ADDRESS: STREET 1: 6200 THE CORNERS PARKWAY STREET 2: SUITE 250 CITY: NORCROSS STATE: GA ZIP: 30092 BUSINESS PHONE: 7704497800 MAIL ADDRESS: STREET 1: 6200 THE CORNERS PARKWAY STREET 2: SUITE 250 CITY: NORCROSS STATE: GA ZIP: 30092 POS AM 1 dposam.htm POST-EFFECTIVE AMENDMENT NO. 6 TO FORM S-11 Post-Effective Amendment No. 6 to Form S-11

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 25, 2010

Registration No. 333-144414

 

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 6

TO

FORM S-11

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Wells Real Estate Investment Trust II, Inc.

(Exact name of registrant as specified in its charter)

 

 

6200 The Corners Parkway

Norcross, Georgia 30092

(770) 449-7800

(Address, including zip code, and telephone number, including area code, of the registrant’s principal executive offices)

 

 

E. Nelson Mills

President

Wells Real Estate Investment Trust II, Inc.

6200 The Corners Parkway

Norcross, Georgia 30092

(770) 449-7800

(Name, address, including zip code and telephone number, including area code, of agent for service)

 

 

Copies to:

Robert H. Bergdolt, Esq.

DLA Piper LLP (US)

4141 Parklake Avenue, Suite 300

Raleigh, North Carolina 27612-2350

(919) 786-2000

 

 

Approximate date of commencement of proposed sale to public: This post-effective amendment deregisters all of the securities that remain unsold under the registration statement as of the date hereof other than those securities registered under the registrant’s dividend reinvestment plan.

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 of 1933 check the following box:  x

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 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 number of the earlier effective registration statement for the same offering.  ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please 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 smaller reporting company)    Smaller Reporting Company   ¨

 

 

This Post-Effective Amendment No. 6 to the Registration Statement on Form S-11 (Registration No. 333-144414) shall hereafter become effective in accordance with the provisions of Section 8(c) of the Securities Act of 1933.

 

 

 


DEREGISTRATION OF SHARES

In accordance with the undertaking of Wells Real Estate Investment Trust II, Inc. (the “Company”) set forth in its registration statement on Form S-11 (File No. 333-144414) declared effective October 1, 2008 (the “Registration Statement”), the Company is filing this Post-Effective Amendment No. 6 to the Registration Statement to deregister 210,831,851 unsold primary offering shares of its common stock. Pursuant to this Registration Statement, the Company registered 300,000,000 shares of common stock for its primary offering and 75,000,000 shares of common stock for its dividend reinvestment plan offering. By filing this Post-Effective Amendment No. 6 to the Registration Statement, the Company hereby terminates the primary offering of shares on this Registration Statement. The Company continues to offer from time to time the dividend reinvestment plan shares registered on this Registration Statement.


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-11 and has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Norcross, State of Georgia, on August 25, 2010.

 

WELLS REAL ESTATE INVESTMENT TRUST II, INC.

By:

 

/s/ Douglas P. Williams

  Douglas P. Williams
  Executive Vice President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

 

Name

  

Title

 

Date

*

E. Nelson Mills

  

President and Director (Principal Executive Officer)

  August 25, 2010

/s/ Douglas P. Williams

Douglas P. Williams

  

Executive Vice President, Secretary, Treasurer and Director (Principal Financial and Accounting Officer)

  August 25, 2010

*

Leo F. Wells, III

  

Director

  August 25, 2010

*

Charles R. Brown

  

Director

  August 25, 2010

*

Richard W. Carpenter

  

Director

  August 25, 2010

*

Bud Carter

  

Director

  August 25, 2010

*

John L. Dixon

  

Director

  August 25, 2010

*

George W. Sands

  

Director

  August 25, 2010

*

Neil H. Strickland

  

Director

  August 25, 2010

 

* By:  

/s/ Douglas P. Williams

  Douglas P. Williams
  Executive Vice President
  Attorney-In-Fact
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