MARYLAND | | | 13-2755856 |
(State or other jurisdiction of incorporation or organization) | | | (I.R.S. Employer Identification No.) |
Large accelerated filer | | | ☐ | | | | | Accelerated filer | | | ☐ | |
Non-accelerated filer | | | ☒ | | | | | Smaller reporting company | | | ☒ | |
| | | | | | Emerging growth company | | | ☐ |
• | Our Annual Report on Form 10-K for the |
• | The information specifically incorporated by reference into the Annual Report from our proxy statement filed on April 21, |
• | The description of our stock included in Exhibit |
(1) | that is managed by one or more trustees or directors; |
(2) | the beneficial ownership of which is evidenced by transferable shares, or by transferable certificates of beneficial interest; |
(3) | that would otherwise be taxable as a domestic corporation, but for Sections 856 through 859 of the Code; |
(4) | that is neither a financial institution nor an insurance company to which certain provisions of the Code apply; |
(5) | the beneficial ownership of which is held by 100 or more persons; |
(6) | during the last half of each taxable year, not more than 50% in value of the outstanding capital stock of which is owned, directly or constructively, by five or fewer individuals, as defined in the Code to include certain entities; |
(7) | that uses a calendar year for federal income tax purposes and complies with the recordkeeping requirements of the federal income tax laws; and |
(8) | that meets certain other tests, described below, regarding the nature of its income and assets. |
- | not more than 5% of the value of our total assets may be represented by securities of any one issuer the “5% Value Test”); |
- | we may not hold securities possessing more than 10% of the total voting power of the outstanding securities of any one issuer (the “10% Vote Test”); and |
- | we may not hold securities having a value of more than 10% of the total value of the outstanding securities of any one issuer (“10% Value Test”); |
– | we satisfied the Asset Tests at the end of the preceding calendar quarter; and |
– | the discrepancy between the value of our assets and the Asset Test requirements arose from changes in the market values of our assets and was not wholly or partly caused by the acquisition of one or more non-qualifying assets. |
- | the payor or broker does not have actual knowledge or reason to know that you are a United States person and you have furnished to the payor or broker either (i) a valid IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or an acceptable substitute form upon which you certify, under penalties of perjury, that you are a non-United States person or (ii) other documentation upon which it may rely to treat the payments as made to a non-United States person in accordance with Treasury Regulations; or |
- | you otherwise establish your right to an exemption. |
Item 14. | Other Expenses of Issuance and Distribution. |
SEC Registration Fee | | | $13,905 |
Accounting Fees(1) | | | $5,000 |
Legal Fees and Disbursements(1) | | | $10,000 |
Printing Fees(1) | | | $5,000 |
Miscellaneous(1) | | | $1,095 |
Total: | | | $35,000 |
(1) | Does not include expenses of preparing any accompanying prospectus supplements, listing fees, transfer agent fees and other expenses related to offerings of particular securities. |
Item 15. | Indemnification of Officers and Directors. |
Item 16. | Exhibits. |
Item 17. | Undertakings. |
(A) | The undersigned registrant hereby undertakes: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement. |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
(2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act to any purchaser: |
(i) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(ii) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
(5) | That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(B) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(C) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
Exhibit No. | | | Description of Exhibit |
1.1 | | | Form of Underwriting Agreement for common stock, preferred stock, warrants or subscription rights.** |
| | Plan of Conversion dated December 8, 2016 (incorporated by reference to Annex B of Amendment No. 1 to our Registration Statement on Form S-4 filed January 12, 2017 (the “S-4 Registration”) (Reg. No. 333-215221). | |
| | Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed March 20, 2017). | |
| | Amended and Restated By-laws of the Registrant (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed | |
4.1 | | | Form of board of director resolutions with respect to any preferred shares to be issued .** |
4.2 | | | Form of warrant agreement.** |
4.3 | | | Form of subscription rights agreement.** |
| | Opinion of Dentons US LLP with respect to the legality of the securities being issued.*** | |
| | Tax Opinion of Dentons US LLP.*** | |
23.1 | | | |
| | Consent of Ernst & Young LLP, independent registered public accounting firm.* | |
| | Powers of Attorney (included on the signature page of this Registration Statement).*** | |
| | Filing Fee |
* | Filed herewith. |
** | Incorporated by reference to a future filing to be made in connection with the offering of the securities. |
*** | Previously filed |
| | BRT APARTMENTS CORP. | ||||
| | | | |||
| | By: | | | /s/ Jeffrey A. Gould | |
| | | | Jeffrey A. Gould | ||
| | | | Chief Executive Officer and President |
Signature | | | Title |
| | ||
| | Chairman of the Board of Directors | |
Israel Rosenzweig | | ||
| | ||
/s/ Jeffrey A. Gould | | | President, Chief Executive Officer and Director (principal executive officer) |
Jeffrey A. Gould | | ||
| | ||
| | Director | |
Carol Cicero | | | |
| | ||
| | Director | |
Alan H. Ginsburg | | | |
| | ||
| | Director | |
Fredric H. Gould | | | |
| | ||
| | Director | |
Matthew J. Gould | | | |
| | ||
* | | | Director |
Louis C. Grassi | | | |
| | ||
* | | | Director |
Gary Hurand | | | |
| | ||
* | | | Director |
Jeffrey Rubin | | | |
| | ||
* | | | Director |
Jonathan H. Simon | | | |
| | ||
* | | | Director |
Elie Weiss | | | |
| |
Signature | | | Title |
/s/ | |||
| | Chief Financial Officer and Vice President (Principal Financial and Accounting Officer) | |
George E. Zweier | | ||
| | ||
* /s/ David W. Kalish | | | Attorney-in-fact |
David W. Kalish | |