SEC Form S filed

As filed with the United States Securities and Exchange Commission on December 30, 2020

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Registration No. 333-170857

Registration No. 333-246231

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-170857)

POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-246231)

TO

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

GRIFFIN INDUSTRIAL REALTY, INC.

(Exact Name of Registrant as Specified in its Charter)

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641 Lexington Avenue

New York, New York 10022

(Address of principal executive offices) (Zip Code)

GRIFFIN INDUSTRIAL REALTY, INC. AND GRIFFIN INDUSTRIAL, LLC 2020 INCENTIVE AWARD PLAN

GRIFFIN INDUSTRIAL REALTY, INC. 2009 STOCK OPTION PLAN

(Full title of the plan)

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Anthony Galici

641 Lexington Avenue

New York, New York 10022

Telephone: (212) 218-7910

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(Name, address of agent for service) (Telephone number, including area code, of agent for service)

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Copies to:

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Benjamin J. Cohen, Esq.

Dennis G. Craythorn, Esq.

John Giouroukakis, Esq.

Latham & Watkins LLP

885 Third Avenue

New York, New York 10022

(212) 906-1200

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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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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. ◻

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EXPLANATORY NOTE

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Griffin Industrial Realty, Inc. (f/k/a Griffin Industrial Maryland, Inc.), a Maryland corporation (“Griffin MD,” the “Company,” “we” or “us”), files these Post-Effective Amendments (the “Amendments”) to the Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on (i) August 14, 2020 (Registration No. 333-246231) and (ii) November 29, 2010 (Registration No. 333-170857) (together, the “Initial Registration Statements”) as the successor registrant to Griffin Industrial Realty, Inc., a Delaware corporation (“Griffin DE”, and collectively with Griffin MD, the “Registrant”), in connection with the merger of Griffin DE with and into Griffin Industrial Maryland, LLC, a Maryland limited liability company and a wholly-owned subsidiary of Griffin MD (“Griffin MD Sub”), with Griffin MD Sub surviving as the surviving entity and a wholly-owned subsidiary of Griffin MD (the “Merger”), in accordance with the Agreement and Plan of Merger, dated October 16, 2020, by and among Griffin MD, Griffin DE and Griffin MD Sub. The Merger became effective at 12:01 p.m., Eastern time, on December 30, 2020 (the “Effective Time”), at which time (i) each outstanding share of common stock of Griffin DE automatically converted into one share of common stock of Griffin MD, and (ii) each outstanding option, warrant and other right to purchase shares of common stock of Griffin DE converted into an option, warrant or other right (as applicable) to acquire an equal number of shares of common stock of Griffin MD upon the same terms and conditions as existed immediately prior to the Effective Time.

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Following the Merger, Griffin MD is the successor issuer to Griffin DE pursuant to Rule 414 under the Securities Act of 1933, as amended (the “Securities Act”), and Rule 12g-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As the successor issuer, the shares of common stock of Griffin MD are deemed to be registered under Section 12(b) of the Exchange Act and will continue to be listed for trading on the Nasdaq Stock Market under the symbol “GRIF.”

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In connection with the Merger, Griffin MD assumed Griffin DE’s obligations and agreed to perform all obligations of Griffin DE under the Griffin Industrial Realty, Inc. and Griffin Industrial, LLC 2020 Incentive Award Plan (the “2020 Plan”) and the Griffin Industrial Realty, Inc. 2009 Stock Option Plan (the “2009 Plan”). Consequently, any outstanding and unexercised portions of stock options to buy shares of common stock of Griffin DE under the 2009 Plan or the 2020 Plan will become stock options to buy the same number of shares of common stock of Griffin MD.

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In accordance with paragraph (d) of Rule 414 under the Securities Act, Griffin MD, as the successor registrant to Griffin DE, hereby expressly adopts the Initial Registration Statements as its own registration statements (except as specifically amended by these Amendments) for all purposes of the Securities Act and the Exchange Act. These Amendments shall become effective immediately upon filing with the Commission pursuant to Rule 464 under the Securities Act. Griffin DE paid all registration fees at the time of filing the Initial Registration Statements.

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PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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Item 1. Plan Information.

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Not required to be filed with this Registration Statement.

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Item 2. Registrant Information and Employee Plan Annual Information.

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Not required to be filed with this Registration Statement.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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Item 3. Incorporation of Documents by Reference.

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The following documents, which have been filed by the Company with the Commission pursuant to the Exchange Act, are incorporated by reference in, and shall be deemed to be a part of, this Registration Statement:

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All reports and other documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered pursuant to this Registration Statement have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents or reports.

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For purposes of this Registration Statement, any document or any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded to the extent that a subsequently filed document or a statement contained therein,