Securities Registration: Employee Benefit Plan (s-8)
May 23 2018 - 4:08PM
Edgar (US Regulatory)
As filed with the Securities and
Exchange Commission on May 23, 2018
Registration
No. 333-______
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER
THE SECURITIES ACT OF 1933
MID-AMERICA
APARTMENT COMMUNITIES, INC.
(Exact Name of Registrant as Specified in its Charter)
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Tennessee
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62-1543819
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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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6815 Poplar Avenue, Suite 500, Germantown, Tennessee
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38138
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(Address of principal executive offices)
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(Zip Code)
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SECOND AMENDED AND RESTATED
MID-AMERICA
APARTMENT COMMUNITIES, INC.
2013 STOCK INCENTIVE PLAN
(Full Title of the Plan)
Robert J.
DelPriore, Esq.
Executive Vice President and General Counsel
Mid-America
Apartment Communities, Inc.
6815 Poplar Avenue, Suite 500
Germantown, Tennessee 38138
(Name and Address of Agent for Service of Process)
(
901)
682-6600
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Richard F. Mattern,
Esq.
Oscar L. Thomas, Esq.
Bass, Berry & Sims PLC
100 Peabody Place, Suite 1300
Memphis, Tennessee 38103
Tel: (901)
549-5933
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, 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. ☐
CALCULATION OF REGISTRATION FEE
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Title of securities to be registered
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Amount
to be
registered
(1)
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Proposed
maximum
offering price
per share
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Proposed
maximum
aggregate
offering price
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Amount of
registration fee
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Common Stock, $0.01 par value
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1,375,000
(2)
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$88.20
(3)
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$121,275,000
(3)
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$15,098.74
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of common stock, par value $0.01 per share (Common Stock), of
Mid-America
Apartment Communities, Inc. (the Registrant or MAA) that become issuable under the Second Amended and Restated
Mid-America
Apartment
Communities, Inc. 2013 Stock Incentive Plan (the Second Amended 2013 Plan) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an
increase in the number of the outstanding shares of common stock of the Registrant.
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(2)
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Represents 1,375,000 additional shares of the Registrants Common Stock that may be issued pursuant to the Second Amended 2013 Plan.
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(3)
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Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(h)(1) and 457(c) under the Securities Act, and based upon the average of the high and low prices of the Registrants
Common Stock reported on the New York Stock Exchange on May 21, 2018, which was $88.20 per share.
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REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement relates solely to the registration of additional securities of the same class as other securities for which a
registration statement on this form relating to an employee benefit plan is effective. Pursuant to General Instruction E of Form
S-8,
this Registration Statement hereby incorporates by reference the contents
of (i) the registration statement on Form
S-8
filed by the Registrant with the Securities and Exchange Commission (the Commission) on October 2, 2013 (Registration
No. 333-191541),
and (ii) the registration statement on Form
S-8
filed by the Registrant with the Commission on May 23, 2014 (Registration
No. 333-196250)
with respect to the
Mid-America
Apartment Communities, Inc. 2013 Stock Incentive Plan, as amended and restated.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
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Incorporation of Documents by Reference.
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The following documents filed by the
Registrant with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the Exchange Act), are incorporated by reference in this Registration Statement:
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The Registrants Annual Report on Form
10-K
for the year ended December 31, 2017, filed with the Commission on February 23, 2018;
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The Registrants Quarterly Report on Form
10-Q
for the quarter ended March 31, 2018, filed with the Commission on May 3, 2018;
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The Registrants Current Reports on Form
8-K,
filed with the Commission on January 19, 2018, January 31, 2018, February 7, 2018, February 27, 2018,
March 14, 2018, April 26, 2018, May 2, 2018, May 8, 2018, May 14, 2018, May 15, 2018, and May 22, 2018, respectively; and
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The section entitled Description of Capital Stock contained in the Registrants Registration Statement on Form
S-3,
filed with the Commission on December 9,
2015.
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All documents subsequently filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered herein have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with Commission rules shall not be
incorporated by reference into this Registration Statement.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or
deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
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Exhibit
No.
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Description of
Exhibit
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4.1
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Composite Charter of
Mid-America
Apartment Communities, Inc. dated as of January
10, 1994, as filed with the Tennessee Secretary of State on January
25, 1994 (filed as Exhibit 3.1 to the Registrants Annual Report on Form
10-K
filed on February
24, 2016, and incorporated herein by reference).
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4.2
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Fourth Amended and Restated Bylaws of
Mid-America
Apartment Communities, Inc. (filed as Exhibit
3.2(i) to the Registrants Current Report on Form
8-K
filed on March
14, 2018, and incorporated herein by reference).
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4.3
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Form of Common Share Certificate of
Mid-America
Apartment Communities, Inc. (filed as Exhibit 4.1 to the Registrants
Annual Report on Form
10-K
filed on February
23, 2018, and incorporated herein by reference).
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4.4
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Second Amended and Restated
Mid-America
Apartment Communities, Inc. 2013 Stock Incentive
Plan (filed as Appendix A to the Registrants Proxy Statement on Schedule 14A filed on April
9, 2018, and incorporated herein by reference).
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5.1*
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Opinion of Bass, Berry & Sims PLC.
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23.1*
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Consent of Ernst & Young LLP.
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23.2*
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Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1).
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24.1*
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Power of Attorney (included on the signature page to this Registration Statement).
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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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Memphis, in the State of
Tennessee, on this 23
rd
day of May, 2018.
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MID-AMERICA
APARTMENT COMMUNITIES, INC.
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By:
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/s/ H. Eric Bolton, Jr.
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H. Eric Bolton, Jr.
Chief Executive
Officer
(Principal Executive Officer)
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POWER OF ATTORNEY AND SIGNATURES
KNOW ALL PERSONS BY THESE PRESENT
, that each person whose signature appears below constitutes and appoints H. Eric Bolton, Jr., Albert
M. Campbell, III, and Robert J. DelPriore and each of them, with full power to act without the other, such persons true and lawful
attorneys-in-fact
and agents,
with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign this Registration Statement, and any and all amendments thereto (including post-effective amendments), and to file the
same, with exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons
in the capacities and on the date indicated.
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Signature
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Title
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Date
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/s/ H. Eric Bolton, Jr.
H. Eric Bolton, Jr.
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Chief Executive Officer and Chairman of the Board (Principal Executive Officer)
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May 23, 2018
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/s/ Albert M. Campbell, III
Albert M. Campbell, III
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Executive Vice President, Chief Financial Officer (Principal Financial Officer and Principal
Accounting Officer)
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May 23, 2018
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/s/ A. Clay Holder
A. Clay Holder
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Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
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May 23, 2018
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/s/ Russell R. French
Russell R. French
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Director
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May 23, 2018
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/s/ Alan B. Graf, Jr.
Alan B. Graf, Jr.
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Director
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May 23, 2018
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/s/ Toni Jennings
Toni Jennings
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Director
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May 23, 2018
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/s/ James K. Lowder
James K. Lowder
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Director
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May 23, 2018
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/s/ Thomas H. Lowder
Thomas H. Lowder
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Director
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May 23, 2018
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/s/ Monica McGurk
Monica McGurk
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Director
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May 23, 2018
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/s/ Claude B. Nielsen
Claude B. Nielsen
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Director
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May 23, 2018
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/s/ Philip W. Norwood
Philip W. Norwood
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Director
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May 23, 2018
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/s/ W. Reid Sanders
W. Reid Sanders
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Director
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May 23, 2018
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/s/ Gary S. Shorb
Gary S. Shorb
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Director
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May 23, 2018
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/s/ David P. Stockert
David P. Stockert
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Director
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May 23, 2018
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