Post-effective Amendment to an S-8 Filing (s-8 Pos)
May 17 2019 - 4:39PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on May
17, 2019
Registration No. 333-214014
Registration No. 333-217890
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment
No. 1 to
FORM S-8
REGISTRATION STATEMENT No. 333-214014
REGISTRATION STATEMENT No. 333-217890
UNDER
THE SECURITIES ACT OF
1933
MEDEQUITIES REALTY TRUST, INC.
(Omega Healthcare Investors, Inc.,
as successor by merger to MedEquities Realty Trust, Inc.)
(Exact name of registrant
as specified in its charter)
Maryland
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46-5477146
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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c/o Omega Healthcare Investors, Inc.
303 International Circle,
Suite 200
Hunt Valley, Maryland
(Address of principal executive
offices)
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21030
(Zip Code)
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MedEquities Realty Trust, Inc. Amended
and Restated 2014 Equity Incentive Plan
(Full title of the plan)
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Robert O. Stephenson
Chief Financial Officer,
Treasurer and Secretary
Omega Healthcare Investors,
Inc.
303 International Circle,
Suite 200
Hunt Valley, Maryland
21030
(Name and address of
agent for service)
(410) 427-1700
(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, 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
¨
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Accelerated filer
x
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Non-accelerated filer
¨
(Do
not check if a smaller reporting company)
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Smaller reporting company
¨
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Emerging growth company
x
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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 Securities Act.
þ
EXPLANATORY NOTE
DEREGISTRATION OF SHARES
This Post-Effective Amendment
No. 1 relates to the following Registration Statements of MedEquities Realty Trust, Inc., a Maryland corporation (the “Company”),
on Form S-8 (the “Registration Statements”):
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·
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Registration Statement No. 333-214014, originally filed with the U.S. Securities and Exchange
Commission (the “SEC”) on October 6, 2016, which registered the offer and sale of 1,052,107 shares of the Company’s
common stock, $0.01 par value per share (“Common Stock”), pursuant to the MedEquities Realty Trust, Inc. Amended and
Restated 2014 Equity Incentive Plan.
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·
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Registration Statement No. 333-217890, originally filed with the SEC on May 11, 2017, which registered
the offer and sale of 2,000,000 shares of Common Stock pursuant to the MedEquities Realty Trust, Inc. Amended and Restated 2014
Equity Incentive Plan.
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On May 17, 2019, pursuant to the Agreement
and Plan of Merger, dated as of January 2, 2019, as amended on March 26, 2019 (the “Merger Agreement”), by and among
the Company, MedEquities OP GP, LLC, MedEquities Realty Operating Partnership, LP, Omega Healthcare Investors, Inc. (“Omega”)
and OHI Healthcare Properties Limited Partnership, the Company was merged with and into Omega (such merger transaction, the “Merger”)
at the effective time of the Merger, with Omega continuing as the surviving company in the Merger.
As a result of the consummation
of the transactions contemplated by the Merger Agreement, the Company has terminated all offerings of its securities pursuant to
the Registration Statements and the Company hereby removes from registration all securities registered pursuant to the Registration
Statements that remain unsold under the Registration Statements as of the date hereof.
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 Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statements to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Hunt Valley, State of Maryland, on May 17, 2019.
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OMEGA
HEALTHCARE INVESTORS, INC. (as successor by merger to MedEquities Realty Trust, Inc.)
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By:
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/s/ Robert
O. Stephenson
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Robert O. Stephenson
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Chief Financial Officer, Treasurer and Secretary
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Pursuant to Rule 478
of the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration
Statements.
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