As Filed with the Securities and Exchange Commission on May 29, 2018 | Registration No. __________ |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORMS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CONDOR HOSPITALITY TRUST, INC.
(Exact name of registrant as specified in its charter)
Maryland | 52-1889548 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
4800 Montgomery Lane, Suite 220 Bethesda, Maryland | 20814 | |
(Address of principal executive offices) | (Zip code) |
Condor 2016 Stock Plan
(Full title of the plan)
Jonathan J. Gantt
Chief Financial Officer
Condor Hospitality Trust, Inc.
4800 Montgomery Lane, Suite 220
Bethesda, Maryland 20814
(Name and address of agent for service)
402-371-2520
(Telephone number, including area code, of agent for service)
Copy to:
David L. Hefflinger
Guy Lawson
McGrath North Mullin & Kratz , PC LLO
Suite 3700, First National Tower
1601 Dodge Street
Omaha, Nebraska 68102
(402)341-3070
CALCULATION OF REGISTRATION FEE
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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | 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. ☐
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Title of securities to be registered | Amount to be registered | Proposed maximum offering price per share (2) | Proposed maximum aggregate offering price (2) | Amount of registration fee | ||||
Common Stock, $.01 par value | 300,000 | $10.00 | $3,000,000 | $373.50 | ||||
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(1) | Pursuant to Rule 416, this Registration Statement shall be deemed to cover such indeterminable number of shares of common stock as may become issuable with respect to any of the registered shares pursuant to antidilution provisions in the Condor 2016 Stock Plan. |
(2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) on the basis of the average of the high and low price of Condor’s common stock on the NYSE American exchange on May 23, 2018. |
EXPLANATORY NOTE
This Registration Statement on FormS-8 is being filed by Condor Hospitality Trust, Inc. (the “Company”), pursuant to General Instruction E to the FormS-8 Registration Statement under the Securities Act of 1933, as amended, in connection with the registration of an additional 300,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) issuable pursuant to the Company’s 2016 Stock Plan (as amended, the “Plan”). 461,538 shares of Common Stock issuable under the Plan have been previously registered pursuant to the Company’s Registration Statement on FormS-8 (FileNo. 333-212264) filed with the Securities and Exchange Commission on June 27, 2016, and the information contained therein is incorporated herein by reference.
Item 8. | Exhibits |
* | Filed herewith |
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all 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 Bethesda, State of Maryland, on May 29, 2018.
Condor Hospitality Trust, Inc. | ||
By: | /s/ J. William Blackham | |
J. William Blackham | ||
Chief Executive Officer and President |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints J. William Blackham and Jonathan J. Gantt, and each of them individually, as his or her true and lawfulattorneys-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 the Registration Statement filed herewith and any or all amendments to said Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto saidattorneys-in-fact and agents the full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or any of them, or his or her substitute, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 29, 2018.
Signature | Title | |
/s/ J. William Blackham J. William Blackham | Chief Executive Officer, President and Director (Principal Executive Officer) | |
/s/ Jonathan J. Gantt Jonathan J. Gantt | Chief Financial Officer and Senior Vice President (Principal Financial and Accounting Officer) | |
/s/ Arinn Cavey Arinn Cavey | Chief Accounting Officer | |
/s/ Thomas Calahan Thomas Calahan | Director | |
/s/ Daphne J. Dufresne Daphne J. Dufresne | Director | |
/s/ Daniel R. Elsztain Daniel R. Elsztain | Director | |
/s/ James H. Friend James H. Friend | Director | |
/s/ Donald J. Landry Donald J. Landry | Director | |
/s/ Brendan MacDonald Brendan MacDonald | Director | |
/s/ John M. Sabin John M. Sabin | Director | |
/s/ Benjamin Wall Benjamin Wall | Director |