Post-effective Amendment to an S-8 Filing (s-8 Pos)
October 17 2017 - 5:13PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on October 17, 2017
Registration No. 333-214032
Registration No. 333-218195
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO:
FORM S-8 REGISTRATION STATEMENT NO. 333-214032
FORM S-8 REGISTRATION STATEMENT NO. 333-218195
UNDER
THE
SECURITIES ACT OF 1933
Parkway, Inc.
(Exact
name of registrant as specified in its charter)
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Maryland
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61-1796261
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification Number)
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San Felipe Plaza
5847 San Felipe Street,
Suite 2200, Houston, Texas
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77057
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(Address of principal executive offices)
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(Zip code)
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Parkway, Inc. and Parkway Operating Partnership LP 2016 Omnibus Equity Incentive Plan
Parkway, Inc. 2017 Employee Stock Purchase Plan
(Full title of the plans)
A. Noni Holmes Kidd
Vice President, General Counsel and Secretary
Parkway, Inc.
One
Orlando Centre
800 North Magnolia Avenue
Suite 1625
Orlando,
Florida 32803
(Name and address of agent for service)
(407) 650-0593
(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.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☒
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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 the Securities Act. ☒
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment No. 1 relates to the following Registration Statements of Parkway, Inc., a Maryland corporation (the
Company
), on Form S-8 (collectively, the
Registration Statements
) filed by the Company with the Securities and Exchange Commission (the SEC):
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Registration Statement No. 333-214032, originally filed with the SEC on October 7, 2016, registering 6,300,000 shares of common stock, par value $0.001 per share, of the Company pursuant to the Parkway, Inc. and
Parkway Operating Partnership LP 2016 Omnibus Equity Incentive Plan; and
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Registration Statement No. 333-218195, originally filed with the SEC on May 23, 2017, registering 200,000 shares of common stock, par value $0.001 per share, of the Company pursuant to the Parkway, Inc. 2017 Employee
Stock Purchase Plan.
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The Company entered into an Agreement and Plan of Merger (the
Merger Agreement
),
dated as of June 29, 2017, by and among the Company, Parkway Properties LP, a Delaware limited partnership (
Parkway LP
), Real Estate Houston US Trust (
Parent
), a Delaware statutory trust and subsidiary of
Canada Pension Plan Investment Board, a Canadian Crown corporation (
CPPIB
), Real Estate Houston US LLC, a Delaware limited liability company and a subsidiary of Parent (
Merger Sub
), and Real Estate Houston US
LP, a Delaware limited partnership and an indirect subsidiary of Parent (
Merger Partnership
), pursuant to which Merger Sub merged with and into the Company, with the Company as the surviving entity and a subsidiary of CPPIB (the
Company Merger
), and immediately following the Company Merger, Merger Partnership merged with and into Parkway LP, with Parkway LP as the surviving entity and a subsidiary of CPPIB (the
Partnership Merger
and,
together with the Company Merger, the
Mergers
). The Mergers became effective on October 12, 2017.
In connection
with the Mergers, the Company has terminated all offerings of the Companys securities pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statements. In accordance with
undertakings made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of the offering,
the Company hereby removes from registration all of such securities of the Company registered but unsold under the Registration Statements, if any. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such
securities.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 on Form S-8 described above to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Orlando, State of Florida on October 17, 2017.
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PARKWAY, INC.
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By:
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/s/ A. Noni Holmes-Kidd
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Name: A. Noni Holmes-Kidd
Title: Vice
President, General Counsel and
Secretary
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No other person is required to sign this Post-Effective Amendment to the Registration Statements in
reliance on Rule 478 of the Securities Act of 1933, as amended.
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