Registration No. 333-238797
Registration No. 333-225342
Registration No. 333-225341
Registration No. 333-183480
Registration No. 333-169487
Registration No. 333-148237
Registration No. 333-103116
Registration No. 333-97677
Registration No. 333-69877
Registration No. 33-59767
Registration No. 33-59771
Registration No. 33-59773
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8 REGISTRATION STATEMENT NO. 333-238797
FORM S-8 REGISTRATION STATEMENT NO. 333-225342
FORM S-8 REGISTRATION STATEMENT NO. 333-225341
FORM S-8 REGISTRATION STATEMENT NO. 333-183480
FORM S-8 REGISTRATION STATEMENT NO. 333-169487
FORM S-8 REGISTRATION STATEMENT NO. 333-148237
FORM S-8 REGISTRATION STATEMENT NO. 333-103116
FORM S-8 REGISTRATION STATEMENT NO. 333-97677
FORM S-8 REGISTRATION STATEMENT NO. 333-69877
FORM S-8 REGISTRATION STATEMENT NO. 33-59767
FORM S-8 REGISTRATION STATEMENT NO. 33-59771
FORM S-8 REGISTRATION STATEMENT NO. 33-59773
UNDER
THE SECURITIES ACT OF 1933
Pennsylvania Real Estate Investment Trust
(Exact Name of Registrant as Specified in its Charter)
Pennsylvania | 23-6216339 | |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
One Commerce Square
2005 Market Street, Suite 1000
Philadelphia, Pennsylvania 19103
(215) 875-0700
(Address, including zip code, and telephone number of Principal Executive Offices)
Amended and Restated Pennsylvania Real Estate Investment Trust 2018 Equity Incentive Plan
Pennsylvania Real Estate Investment Trust Employee Share Purchase Plan
Pennsylvania Real Estate Investment Trust 2018 Equity Incentive Plan
Pennsylvania Real Estate Investment Trust Second Amended and Restated 2003 Equity Incentive Plan
Pennsylvania Real Estate Investment Trust Amended and Restated 2003 Equity Incentive Plan
Amended and Restated Pennsylvania Real Estate Investment Trust Employee Share Purchase Plan
2008 Restricted Share Plan for Non-Employee Trustees
1999 Equity Incentive Plan
1997 Stock Option Plan
Pennsylvania Real Estate Investment Trust Qualified Employee Share Purchase Plan
Pennsylvania Real Estate Investment Trust Amended Incentive And Non Qualified Stock Option Plan
Pennsylvania Real Estate Investment Trust 1993 Jonathan B. Weller Non Qualified Stock Option Plan
Pennsylvania Real Estate Investment Trust Option Plan For Non-Employee Trustees
(Full Title of the Plan)
Lisa M. Most
Executive Vice President, Secretary and General Counsel
One Commerce Square
2005 Market Street, Suite 1000
Philadelphia, Pennsylvania 19103
(215) 875-0784
(Name, 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, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act:
Large accelerated filer | ☐ | Accelerated Filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller Reporting Company | ☒ | |||
Emerging growth company | ☐ |
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. ☐
EXPLANATORY NOTE
TERMINATION OF REGISTRATION STATEMENTS
AND
DEREGISTRATION OF UNSOLD SECURITIES
Pennsylvania Real Estate Investment Trust (the Trust), is filing these post-effective amendments (these Post-Effective Amendments) to the following Registration Statements on Form S-8 (the Registration Statements), which have been previously filed with the Securities and Exchange Commission (the SEC), to deregister any and all of the Trusts common shares of beneficial interest, par value $1.00 per share (Common Shares), and any and all other securities registered but unsold or otherwise unissued under each such Registration Statement as of the date hereof (note that the number of Common Shares listed as being registered pursuant to each Registration Statement listed below does not take into account corporate actions, such as stock splits, taken in the interim):
| Registration Statement No. 33-59773, filed with the SEC on June 1, 1995, registering 400,000 Common Shares and incentive stock options for the maximum number of Common Shares issuable upon exercise of options, issuable under the Pennsylvania Real Estate Investment Trust Amended Incentive and Non Qualified Stock Option Plan; |
| Registration Statement No. 33-59771, filed with the SEC on June 1, 1995, registering 100,000 Common Shares and incentive stock options for the maximum number of Common Shares issuable upon exercise of options, issuable under the Pennsylvania Real Estate Investment Trust 1993 Jonathan B. Weller Non Qualified Stock Option Plan; |
| Registration Statement No. 33-59767, filed with the SEC on June 1, 1995, registering 100,000 Common Shares and incentive stock options for the maximum number of Common Shares issuable upon exercise of options, issuable under the Pennsylvania Real Estate Investment Trust Option Plan for Non-Employee Trustees; |
| Registration Statement No. 333-69877, filed with the SEC on December 30, 1998, registering 82,000 Common Shares, issuable under the Pennsylvania Real Estate Investment Trust Qualified Employee Share Purchase Plan; |
| Registration Statement No. 333-97677, filed with the SEC on August 5, 2002, registering 382,500 Common Shares, issuable under the 1997 Stock Option Plan; |
| Registration Statement No. 333-103116, filed with the SEC on February 12, 2003, registering 181,675 Common Shares, issuable under the1999 Equity Incentive Plan; |
| Registration Statement No. 333-148237, filed with the SEC on December 21, 2007, registering 60,000 Common Shares, issuable under the 2008 Restricted Share Plan for Non-Employee Trustees; |
| Registration Statement No. 333-169487, filed with the SEC on September 20, 2010, registering 900,000 Common Shares, issuable under the Pennsylvania Real Estate Investment Trust Amended and Restated 2003 Equity Incentive Plan, and registering 250,000 Common Shares, issuable under the Amended and Restated Pennsylvania Real Estate Investment Trust Employee Share Purchase Plan; |
| Registration Statement No. 333-183480, filed with the SEC on August 22, 2012, registering 1,750,000 Common Shares, issuable under the Pennsylvania Real Estate Investment Trust Second Amended and Restated 2003 Equity Incentive Plan; |
| Registration Statement No. 333-225341, filed with the SEC on June 1, 2018, registering 1,757,499 Common Shares, issuable under the Pennsylvania Real Estate Investment Trust 2018 Equity Incentive Plan; |
| Registration Statement No. 333-225342, filed with the SEC on June 1, 2018, registering 350,000 Common Shares, issuable under the Pennsylvania Real Estate Investment Trust Employee Share Purchase Plan; and |
| Registration Statement No. 333-238797, filed with the SEC on May 29, 2020, registering 2,440,000 Common Shares, issuable under the Amended and Restated Pennsylvania Real Estate Investment Trust 2018 Equity Incentive Plan. |
On December 10, 2023, the Trust and certain of its direct and indirect subsidiaries commenced their respective voluntary chapter 11 cases (the Chapter 11 Cases) in the U.S. Bankruptcy Court for the District of Delaware (the Bankruptcy Court).
As a result of the Chapter 11 Cases, the Trust has terminated all offerings of securities pursuant to the Registration Statements. In accordance with undertakings made by the Trust in the Registration Statements, if any, to remove from registration, by means of a post-effective amendment, any of the securities that remain unsold at the termination of the offerings, effective upon filing of these Post-Effective Amendments, the Trust hereby removes from registration all of such securities of the Trust registered but unsold under the Registration Statements, if any, as of the date hereof. Effective upon filing of these Post-Effective Amendments, the Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities and the Trust hereby terminates the effectiveness of the Registration Statements.
The Trust, by filing these Post-Effective Amendments, hereby terminates the effectiveness of the Registration Statements and removes from registration any and all Common Shares and other securities registered but unsold or otherwise unissued under the Registration Statements as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Trust 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 these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on April 1, 2024.
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST | ||
By: | /s/ Lisa M. Most | |
Lisa M. Most | ||
Executive Vice President, Secretary and General Counsel |
Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 has been signed by the following persons in the capacities and on the dates indicated:
SIGNATURE |
TITLE |
DATE | ||
/s/ Joseph F. Coradino Joseph F. Coradino |
Chairman and Chief Executive Officer (Principal Executive Officer |
April 1, 2024 | ||
/s/ Mario C. Ventresca, Jr. Mario C. Ventresca, Jr. |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
April 1, 2024 | ||
/s/ Sathana Semonsky Sathana Semonsky |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) |
April 1, 2024 | ||
/s/ George J. Alburger, Jr. George J. Alburger, Jr |
Trustee | April 1, 2024 | ||
/s/ Michael J. DeMarco Michael J. DeMarco |
Trustee | April 1, 2024 | ||
/s/ Mark E. Pasquerilla Mark E. Pasquerilla |
Trustee | April 1, 2024 | ||
/s/ Charles P. Pizzi Charles P. Pizzi |
Trustee | April 1, 2024 | ||
/s/ John J. Roberts John J. Roberts |
Trustee | April 1, 2024 | ||
/s/ Kenneth B. Hart Kenneth B. Hart |
Trustee | April 1, 2024 |