As filed with the Securities and Exchange Commission on May 13, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
REGENCY CENTERS CORPORATION
(Exact name of registrant as specified in its charter)
Florida | 59-3191743 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
One Independent Drive, Suite 114
Jacksonville, Florida 32202
(Address of Principal Executive Offices)
Regency Centers Corporation Omnibus Incentive Plan
(Full title of the plan)
Barbara C. Johnston, Esq.
Senior Vice President, General Counsel
One Independent Drive, Suite 114
Jacksonville, Florida 32202
(904)598-7000
(Name, address and telephone number of agent for service)
Copy to:
Michael B. Kirwan, Esq.
Foley & Lardner LLP
One Independent Drive, Suite 1300
Jacksonville, Florida 32202
(904)359-2000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” inRule 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. ☐
CALCULATION OF REGISTRATION FEE
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Title of securities to be registered | Amount to be registered (1) | Proposed maximum offering price per share (2) | Proposed maximum aggregate offering price (2) | Amount of registration fee | ||||
Common Stock, par value $0.01 per share | 4,000,000 | $65.37 | $261,480,000 | $31,692 | ||||
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(1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers additional shares of Common Stock that may become issuable under the above-named plan by reason of certain corporate transactions or events, including any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Company’s outstanding shares of Common Stock. |
(2) | Determined on the basis of the average of the high and low sale price of Common Stock as reported on The Nasdaq Stock Market on May 7, 2019 of $65.37, solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) under the Securities Act. |
EXPLANATORY NOTE
The purpose of this Registration Statement is to register 4,000,000 additional shares of common stock, par value $0.01 per share (the “Common Stock”), of Regency Centers Corporation (the “Company”) in connection with the Company’s Omnibus Incentive Plan (f/k/a the 2011 Omnibus Incentive Plan).
Pursuant to General Instruction E of FormS-8, the contents of the Company’s Registration Statement on FormS-8 (RegistrationNo. 333-174662), including the documents incorporated by reference therein, are incorporated by reference into this Registration Statement, except as set forth below.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. | Exhibits |
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 FormS-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida, on this 7th day of May, 2019.
REGENCY CENTERS CORPORATION | ||
By: | /s/ Martin E. Stein, Jr. | |
Martin E. Stein, Jr. | ||
Chairman of the Board and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on May 7, 2019 in the capacities indicated.
Signature | Title | |||
/s/ Martin E. Stein, Jr. Martin E. Stein, Jr. | Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | |||
/s/ Lisa Palmer Lisa Palmer | President, Chief Financial Officer, and Director (Principal Financial Officer) | |||
/s/ J. Christian Leavitt J. Christian Leavitt | Senior Vice President and Treasurer (Principal Accounting Officer) | |||
/s/ Joseph F. Azrack Joseph F. Azrack | Director | |||
/s/ Bryce Blair Bryce Blair | Director | |||
/s/ C. Ronald Blankenship C. Ronald Blankenship | Director | |||
/s/ Deirdre J. Evens Deirdre J. Evens | Director | |||
/s/ Thomas W. Furphy Thomas W. Furphy | Director | |||
/s/ Karin M. Klein Karin M. Klein | Director | |||
/s/ Peter D. Linneman Peter D. Linneman | Director | |||
/s/ David P. O’Connor David P. O’Connor | Director | |||
/s/ John C. Schweitzer John C. Schweitzer | Director | |||
/s/ Thomas G. Wattles Thomas G. Wattles | Director |