As filed with the Securities and Exchange Commission on March 28, 2012
Registration No. 333-164313
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 8 TO
FORM S-11
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Phillips Edison – ARC Shopping Center REIT, Inc.
(Exact name of registrant as specified in its charter)
11501 Northlake Drive
Cincinnati, Ohio 45249
(513) 554-1110
(Address, including zip code, and telephone number, including area code, of the registrant’s principal executive offices)
Jeffrey S. Edison
Chief Executive Officer
11501 Northlake Drive
Cincinnati, Ohio 45249
(513) 554-1110
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Robert H. Bergdolt, Esq. DLA Piper LLP (US) 4141 Parklake Avenue, Suite 300 Raleigh, North Carolina 27612-2350 (919) 786-2000 |
Peter M. Fass, Esq. James P. Gerkis, Esq. Proskauer Rose LLP Eleven Times Square New York, New York 10036-8299 (212) 969-3000 |
Approximate date of commencement of proposed sale to public: This post-effective amendment is being filed pursuant to Rule 462(d) under the Securities Act and will be effective upon filing.
If any of the securities on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. x
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. x Registration No. 333-164313
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ¨
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):
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||||
| Non-accelerated filer | ¨ | Smaller Reporting Company | x | |||||
| (Do not check if smaller reporting company) | ||||||||
Explanatory Note
This Post-Effective Amendment No. 8 to the Registration Statement on Form S-11 (No. 333-153135) is filed pursuant to Rule 462(d) solely to add certain exhibits not previously filed with respect to such Registration Statement.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 36. Financial Statements and Exhibits
(b) Exhibits. The following exhibit is filed as part of this registration statement:
| Ex. |
Description | |
|
23.6 |
Consent of Deloitte & Touche LLP |
1
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-11 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Cincinnati, State of Ohio, on March 28, 2012.
| Phillips Edison – ARC Shopping Center REIT Inc. | ||
| By: /s/ John B. Bessey | ||
| John B. Bessey President | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
| Name |
Title |
Date | ||||
| * |
Co-Chairman of the Board | March 28, 2012 | ||||
| Michael C. Phillips |
||||||
| * |
Co-Chairman of the Board and | March 28, 2012 | ||||
| Jeffrey S. Edison |
Chief Executive Officer (Principal Executive Officer) |
|||||
| /s/ John B. Bessey |
President | March 28, 2012 | ||||
| John B. Bessey |
||||||
| Chief Financial Officer (Principal Financial Officer and |
||||||
| * |
Principal Accounting Officer) | March 28, 2012 | ||||
| Richard J. Smith |
||||||
| * |
Chief Operating Officer | March 28, 2012 | ||||
| R. Mark Addy |
||||||
| * |
Director | March 28, 2012 | ||||
| William M. Kahane |
||||||
| * |
Director | March 28, 2012 | ||||
| Leslie T. Chao |
||||||
| * |
Director | March 28, 2012 | ||||
| Ethan Hershman |
||||||
| * |
Director | March 28, 2012 | ||||
| Ronald K. Kirk |
||||||
| Name |
Title |
Date | ||||
| * |
Director | March 28, 2012 | ||||
| Paul Massey |
||||||
| *By: |
||||||
| /s/ John B. Bessey |
March 28, 2012 | |||||
| John B. Bessey |
||||||
| Attorney-in-fact |
||||||
EXHIBIT 23.6
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use in this Post-Effective Amendment No. 8 to Registration Statement No. 333-164313 on Form S-11 of our report dated March 23, 2012, relating to the consolidated financial statements and financial statement schedule of Phillips Edison – ARC Shopping Center REIT Inc. appearing in the Prospectus, which is part of this Registration Statement, and to the reference to us under the heading “Experts” in such Prospectus.
/s/ Deloitte & Touche LLP
Cincinnati, Ohio
March 28, 2012