As filed with the Securities and Exchange Commission on December 2, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
POSTAL REALTY TRUST, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 83-2586114 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) | |
|
75 Columbia Avenue Cedarhurst, NY |
11516 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Postal Realty Trust, Inc. 2019 Equity Incentive Plan
(Full title of the plan)
Andrew Spodek
Chief Executive Officer
75 Columbia Avenue
Cedarhurst, NY 11516
(Name and address of agent for service)
(516) 295-7820
(Telephone number, including area code, of agent for service)
Copies to:
| David C. Wright | ||
| James V. Davidson | ||
| Hunton Andrews Kurth LLP | ||
| Riverfront Plaza, East Tower | ||
| 951 E. Byrd Street | ||
| Richmond, VA 23219 | ||
| Telephone: (804) 788-8200 | ||
| Facsimile: (804) 788-8218 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | þ | Smaller reporting company | þ |
| Emerging growth company | þ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
| Title of Securities to be Registered | Amount to be Registered (1) | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | ||||||||||||
| Class A Common Stock, par value $0.01 per share, reserved for issuance pursuant to the Postal Realty Trust, Inc. 2019 Equity Incentive Plan | 750,000 | (2) | $ | 16.13 | (3) | $ | 12,097,500 | $ | 1,319.84 | |||||||
| (1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (this “Registration Statement”) also covers an indeterminate number of additional shares of Class A common stock, par value $0.01 per share (“Common Stock”), of Postal Realty Trust, Inc., a Maryland corporation (the “Company” or “Registrant”), that become issuable under the Postal Realty Trust, Inc. 2019 Equity Incentive Plan (as amended and restated to date, the “Plan”). This Registration Statement shall also cover any additional shares of Common Stock that may be offered and issued under the Plan by reason of certain corporate transactions or events, including any result of stock splits, stock dividends or similar transactions, effected without the Registrant’s receipt of consideration that increases the number of outstanding shares of Common Stock. |
| (2) | The shares of Common Stock registered hereby represent an increase to the share reserve under the Plan pursuant to an amendment to the Plan that was approved by the Registrant’s stockholders on June 26, 2020. |
| (3) | Calculated in accordance with Rules 457(c) and (h) under the Securities Act solely for the purposes of calculating the registration fee. The fee is based on a price of $16.13 per share, the average of the high and the low sales prices of the shares of the Common Stock on the New York Stock Exchange on November 25, 2020. |
EXPLANATORY NOTE
This Registration Statement is being filed by the Registrant to register an additional 750,000 shares of Common Stock reserved for issuance pursuant to the Plan. These shares of Common Stock are of the same class as other securities for which Registration Statement on Form S-8 (File No. 333-231665) was filed by the Registrant with the Securities and Exchange Commission on May 22, 2019 (the “Prior Registration Statement”).
Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statement are incorporated by reference into this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, the Registrant incorporates by reference in this Registration Statement the following documents and information previously filed with the Commission, which shall be deemed a part hereof:
(1) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the Commission on March 27, 2020;
(2) The Registrant’s Quarterly Reports on Form 10-Q for the quarterly periods ended on March 31, 2020, June 30, 2020 and September 30, 2020, filed with the Commission on June 26, 2020, August 14, 2020 and November 13, 2020, respectively;
(3) The information specifically incorporated by reference into the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 from its Definitive Proxy Statement on Schedule 14A, filed with the Commission on April 29, 2020;
(4) The Registrant’s Current Reports on Form 8-K filed with the Commission on January 13, 2020 (except with respect to information furnished under Item 7.01 and related exhibit furnished pursuant to Item 9.01), February 4, 2020 (except with respect to information furnished under Item 7.01 and related exhibit furnished pursuant to Item 9.01), April 29, 2020, May 15, 2020, July 1, 2020, July 21, 2020, November 10, 2020 (except with respect to information furnished under Item 2.02 and related exhibit furnished pursuant to Item 9.01), December 1, 2020 and December 2, 2020, and Current Report on Form 8-K/A, filed with the SEC on February 6, 2020; and
(5) The Registrant’s description of the Common Stock contained in its Registration Statement on Form 8-A filed with the Commission on May 7, 2019, including any amendment or report filed for the purpose of updating such description.
Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, all documents filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and all reports on Form 8-K subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.
Any statement contained herein or in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
II-1
| Item 8. | Exhibits. |
The following is a complete list of exhibits filed or incorporated by references as part of this Registration Statement:
| * | Incorporated herein by reference as indicated. |
| ** | Filed herewith. |
II-2
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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cedarhurst, State of New York, on December 2, 2020.
| POSTAL REALTY TRUST, INC. | ||
| By: | /s/ Andrew Spodek | |
| Andrew Spodek | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew Spodek and Jeremy Garber, and each of them (with full power to each of them to act alone), his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including, without limitation, post-effective amendments) to this Registration Statement on Form S-8 and to file the same with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
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 indicated on December 2, 2020.
| Signature | Title | |
| /s/ Andrew Spodek | Chief Executive Officer and Director | |
| Andrew Spodek | (Principal Executive Officer) | |
| /s/ Jeremy Garber | President, Treasurer and Secretary | |
| Jeremy Garber | (Principal Financial Officer) | |
| /s/ Matt Brandwein | Chief Accounting Officer | |
| Matt Brandwein | (Principal Accounting Officer) | |
| /s/ Patrick R. Donahoe | ||
| Patrick R. Donahoe | Director | |
| /s/ Anton Feingold | ||
| Anton Feingold | Director | |
| /s/ Jane Gural-Senders | ||
| Jane Gural-Senders | Director | |
| /s/ Barry Lefkowitz | ||
| Barry Lefkowitz | Director |
II-3
Exhibit 5.1
[LETTERHEAD OF VENABLE LLP]
December 2, 2020
Postal Realty Trust, Inc.
75 Columbia Avenue
Cedarhurst, NY 11516
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have served as Maryland counsel to Postal Realty Trust, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law relating to the registration by the Company of up to 750,000 shares (the “Shares”) of Class A common stock, $0.01 par value per share (the “Common Stock”), of the Company that the Company may issue pursuant to the Postal Realty Trust, Inc. 2019 Equity Incentive Plan, as amended by Amendment No. 1 (as amended, the “Plan”), covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”), on or about the date hereof.
In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):
1. The Registration Statement;
2. The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);
3. The Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company;
4. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;
5. The Plan, certified as of the date hereof by an officer of the Company;
6. Resolutions (the “Resolutions”) adopted by the Board of Directors of the Company, relating to the issuance of the Shares and the approval of the Plan, certified as of the date hereof by an officer of the Company;
Postal Realty Trust, Inc.
December 2, 2020
Page 2
7. A certificate executed by an officer of the Company, dated as of the date hereof; and
8. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed the following:
1. Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.
4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.
5. None of the Shares will be issued in violation of any restriction or limitation contained in the Charter or the Plan. Upon any issuance of Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter or the Plan.
6. Each option, award, right or other security exercisable or exchangeable for a Share pursuant to the Plan (each, an “Award”) will be duly authorized and validly granted in accordance with the Plan, and each Award will be exercised or exchanged in accordance with the terms of the Plan and such Award, including any option or award agreement entered into in connection therewith.
Postal Realty Trust, Inc.
December 2, 2020
Page 3
Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.
2. The issuance of the Shares has been duly authorized and, when issued and delivered by the Company pursuant to the Resolutions and the Plan, the Shares will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning United States federal law or the laws of any other jurisdiction. We express no opinion as to the applicability or effect of federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of any judicial decision which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.
The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.
This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.
| Very truly yours, | |
| /s/ Venable LLP |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
Postal Realty Trust, Inc.
Cedarhurst, New York
We hereby consent to the incorporation by reference in the Registration Statement of our report dated March 27, 2020, relating to the consolidated and combined consolidated financial statements and financial statement schedule of Postal Realty Trust, Inc. and its Predecessor appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
/s/ BDO USA, LLP
New York, New York
December 2, 2020
Exhibit 23.2
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT
We consent to the incorporation by reference in this Registration Statement of Postal Realty Trust, Inc. on Form S-8 of our report dated April 27, 2020, which includes an emphasis of matter paragraph explaining that the combined statement of revenues and certain expenses was prepared for the purpose of complying with rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and it is not intended to be a complete presentation of the 21 Property Portfolio’s revenues and certain expenses, with respect to our audit of the combined statement of revenues and certain expenses of the properties known as the 21 Property Portfolio for the year ended December 31, 2019, appearing in the Current Report of Postal Realty Trust, Inc. on Form 8-K filed on December 2, 2020.
/s/ Marcum LLP
Marcum LLP
New York, NY
December 2, 2020
Exhibit 23.3
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT
We consent to the incorporation by reference in this Registration Statement of Postal Realty Trust, Inc. on Form S-8 of our report dated December 1, 2020, which includes an emphasis of matter paragraph explaining that the statement of revenues and certain expenses was prepared for the purpose of complying with rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and it is not intended to be a complete presentation of the Industrial Property’s revenues and certain expenses, with respect to our audit of the statement of revenues and certain expenses of the property known as the Industrial Property for the year ended December 31, 2019, appearing in the Current Report of Postal Realty Trust, Inc. on Form 8-K filed on December 2, 2020.
/s/ Marcum LLP
Marcum LLP
New York, NY
December 2, 2020