As filed with the Securities and Exchange Commission on June 30, 2014
File No. 333-182748
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Inland Diversified Real Estate Trust, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland | 26- 2875286 | |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
2901 Butterfield Road
Oak Brook, Illinois 60523
Telephone (630) 218-8000
(Address and Telephone Number of Registrants Principal Executive Offices)
The Corporation Trust, Inc.
351 West Camden Street
Baltimore, Maryland 21201
(410) 539-2837
(Name, address, and telephone number of agent for service)
Copies to:
Robert H. Baum Executive Vice President and General Counsel The Inland Real Estate Group, Inc. 2901 Butterfield Road Oak Brook, Illinois 60523 (630) 218-8000 |
David E. Brown Justin R. Howard Rosemarie A. Thurston Alston & Bird LLP 1201 W. Peachtree Street Atlanta, Georgia 30309-3424 Telephone: (404) 881-7975 Facsimile: (404) 253-8390 |
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. x
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, other than securities offered only in connection with dividend or interest reinvestment plans, 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, please 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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, 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. (Check one):
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | þ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
TERMINATION OF REGISTRATION
This Post-Effective Amendment relates to the following registration statement on Form S-3 (the Registration Statement), filed by Inland Diversified Real Estate Trust, Inc., a Maryland corporation (the Company) with the Securities and Exchange Commission:
| Registration Statement No. 333-182748 filed on Form S-3 on July 19, 2012, as amended on August 3, 2012, which registered the offering of up to 50,000,000 of the Companys common stock, $0.001 par value per share, pursuant to the Companys Dividend Reinvestment and Share Purchase Plan. |
The offering pursuant to the Registration Statement has been terminated. The Registrant hereby removes from registration any of the securities registered under the Registration Statement that remain unsold as of the filing date of this Post-Effective Amendment.
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-3 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 Oak Brook, State of Illinois, on June 30, 2014.
INLAND DIVERSIFIED REAL ESTATE TRUST, INC. | ||
By: | /s/ Barry L. Lazarus | |
Name: | Barry L. Lazarus | |
Title: | President |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature |
Title |
Date | ||
/s/ Robert D. Parks* Robert D. Parks |
Director and Chairman of the Board |
June 30, 2014 | ||
/s/ Brenda G. Gujral* Brenda G. Gujral |
Director |
June 30, 2014 | ||
/s/ Lee A. Daniels* Lee A. Daniels |
Director |
June 30, 2014 | ||
/s/ Gerald W. Grupe* Gerald W. Grupe |
Director |
June 30, 2014 | ||
/s/ Heidi N. Lawton* Heidi N. Lawton |
Director |
June 30, 2014 |
Signature |
Title |
Date | ||
/s/ Charles H. Wurtzebach* Charles H. Wurtzebach |
Director |
June 30, 2014 | ||
/s/ Barry L. Lazarus* Barry L. Lazarus |
Director and President (principal executive officer) |
June 30, 2014 | ||
/s/ Steven T. Hippel* Steven T. Hippel |
Treasurer and Chief Financial Officer (principal financial officer) |
June 30, 2014 |
*By: | /s/ Cathleen M. Hrtanek | |
Cathleen M. Hrtanek Attorney-in-fact |