As filed with the Securities and Exchange Commission on June 14, 2021
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, DC 20549
Form S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
SITE Centers Corp.
(Exact
name of registrant as specified in its charter)
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Ohio
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34-1723097
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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3300 Enterprise Parkway
Beachwood, Ohio 44122
(216) 755-5500
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
David R. Lukes
President
and Chief Executive Officer
SITE Centers Corp.
3300 Enterprise Parkway
Beachwood, Ohio 44122
(216) 755-5500
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Michael
J. Solecki
Peter C. Zwick
Jones Day
901 Lakeside
Avenue
Cleveland, Ohio 44114
Phone: (216) 586-3939
Fax: (216) 579-0212
Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box. ☐
If any of the securities being registered on this form are to be offered on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. ☒
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please 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 statement number of the earlier effective registration statement for the same offering. ☐
If
this form is a registration statement filed pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ☒
If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
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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☐
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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 Each Class of
Securities to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering Price
per Share(2)
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Proposed
Maximum
Aggregate
Offering Price(2)
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Amount of
Registration Fee(3)
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Common Shares, $0.10 par value
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20,408,077
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$15.275
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$311,733,376.18
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$34,010.11
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(1)
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This registration statement includes (i) 20,242,421 common shares that were previously registered by SITE
Centers Corp. on Registration Statement No. 333-162452, filed on October 13, 2009, Registration Statement No. 333-184224, filed on October 1, 2012,
Registration Statement No. 333-205071, filed on June 18, 2015, and Registration Statement No. 333-226233, filed on July 18, 2018, and not sold
thereunder, and (ii) 165,656 common shares beneficially owned by the selling shareholders identified in the accompanying prospectus that were not previously registered under the Securities Act. Pursuant to Rule 416 under the Securities Act, this
registration statement also includes an indeterminate number of common shares that may be issued by SITE Centers Corp. with respect to such common shares in connection with a stock dividend, stock split or other distribution with respect to, or in
exchange for or in replacement of, such common shares.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the
Securities Act, based on the average of the high and low prices for the common shares on the New York Stock Exchange on June 7, 2021 of $15.275 per share.
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(3)
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Pursuant to Rule 457(p) under the Securities Act, the amount of the registration fee payable hereunder
($34,010.11) has been offset by the previously paid filing fee of $36,038.60 related to the 20,242,421 common shares that were previously registered by SITE Centers Corp. on Registration Statement Nos.
333-162452, 333-184224, 333-205071 and 333-226233 and not sold thereunder.
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