s8amendment_2009.htm
As filed
with the Securities and Exchange Commission on December 30, 2009
Registration
Statement No. 333-160608
______________________________________________________________________________________________
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
___________________
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
____________________
American
Community Properties Trust
(Exact
Name of Registrant as Specified in Its Charter)
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Maryland
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52-2058165
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(State
or other jurisdiction of incorporation)
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(I.R.S.
Employer Identification Number)
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222
Smallwood Village Center
St.
Charles, Maryland 20602
(Address
of Principal Executive Offices, Including Zip Code)
2009
Share Incentive Plan
(Full
Title of the Plan)
______________________
Matthew
M. Martin
Chief
Financial Officer
American
Community Properties Trust
222
Smallwood Village Center
St.
Charles, Maryland 20602
(301)
843-8600
(Name,
Address, Including Zip Code, and Telephone Number Including Area Code, of Agent
for Service)
with
copies to:
Alexander
J. Park
Hogan
& Hartson LLP
555
Thirteenth Street, N.W.
Washington,
D.C. 20004
(202)
637-5600
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large
accelerated filer o
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Accelerated
filer o
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Non-accelerated
filer o
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Smaller
reporting company þ
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(Do
not check if a smaller reporting company)
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TERMINATION
OF REGISTRATION
This
Post-Effective Amendment No. 1 relates to the Registration Statement on
Form S-8 (File No. 333-160608) (the “Registration Statement”) filed with the
Securities and Exchange Commission by American Community Properties Trust (the
“Company”) on July 16, 2009 with respect to a total of 750,000 common shares of
beneficial interest of the Company, par value $0.01 per share (“Common Shares”),
issued or reserved for issuance to employees and trustees of the Company
pursuant to the Company’s 2009 Share Incentive Plan (the “Plan”). This
Post-Effective Amendment No. 1 is being filed to remove from registration
all securities that were registered but that remain unsold under the
Registration Statement.
On
December 30, 2009 (the “Closing Date”), pursuant to an Agreement and Plan of
Merger (the “Merger Agreement”), dated as of September 25, 2009, by and among
the Company, FCP Fund I, L.P. (“Parent”) and FCP/ACPT Acquisition Company, Inc.,
a wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub merged with and
into the Company (the “Merger”), with the Company surviving the Merger as a
wholly-owned subsidiary of Parent. The Merger was approved by the
Company’s shareholders at a special meeting of the Company’s shareholders held
on December 22, 2009, and became effective on December 30, 2009, upon the
acceptance for record by the State Department of Assessments and Taxation of
Maryland of the Articles of Merger (the “Effective Time”). Pursuant to the
Merger Agreement, at the Effective Time, (a) each common share of beneficial
interest of the Company (other than shares owned by the Company or any of its
subsidiaries or by Parent, Merger Sub or any other direct or indirect wholly
owned subsidiary of Parent or Merger Sub) was converted into the right to
receive $7.75 per share in cash, without interest, less any applicable
withholding taxes, and (b) each outstanding restricted common share of
beneficial interest granted under the Plan became fully vested, was cancelled
and was converted into the right to receive $7.75 in cash, without interest,
less any applicable withholding taxes.
As a
result of the Merger, the offering of securities of the Company pursuant to the
Registration Statement has been terminated. Pursuant to the Company’s
undertaking in Part II, Item 9 in the Registration Statement, the
Company is filing this Post-Effective Amendment No. 1 to the Registration
Statement to withdraw the Registration Statement, including all amendments and
exhibits to the Registration Statement, with respect to all unsold Common Shares
registered under the Registration Statement.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, and Rule 478
thereunder, 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 Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of St.
Charles, Maryland, on December 30, 2009.
AMERICAN
COMMUNITY PROPERTIES TRUST
By: _/s/ Matthew M.
Martin_________________
Matthew M. Martin
Chief Financial Officer