• Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • Settings
  • RSS Feeds
Quantisnow Logo
  • Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • Settings
  • RSS Feeds
PublishDashboard
    Quantisnow Logo

    © 2025 quantisnow.com
    Democratizing insights since 2022

    Services
    Live news feedsRSS FeedsAlertsPublish with Us
    Company
    AboutQuantisnow PlusContactJobsAI employees
    Legal
    Terms of usePrivacy policyCookie policy

    SEC Form S-8 POS filed by PS Business Parks Inc. (MD)

    7/20/22 4:53:59 PM ET
    $PSB
    Real Estate Investment Trusts
    Consumer Services
    Get the next $PSB alert in real time by email
    S-8 POS 1 d378021ds8pos.htm S-8 POS S-8 POS

    As filed with the Securities and Exchange Commission on July 20, 2022

    Registration No. 333-203771

    Registration No. 333-184316

    Registration No. 333-129463

    Registration No. 333-104604

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    POST-EFFECTIVE AMENDMENT NO. 2 TO

    FORM S-8

     

     

    REGISTRATION STATEMENT NO. 333-203771

    REGISTRATION STATEMENT NO. 333-184316

    REGISTRATION STATEMENT NO. 333-129463

    REGISTRATION STATEMENT NO. 333-104604

    UNDER

    THE SECURITIES ACT OF 1933

     

     

    PS BUSINESS PARKS, INC.

    (Exact name of registrant as specified in its charter)

     

     

     

    Maryland   95-4300881

    (State or other jurisdiction of

    incorporation or organization)

     

    (I.R.S. Employer

    Identification No.)

    345 Park Avenue

    New York, New York 10154

    (212) 583-5000

    (Address and Zip Code of Principal Executive Office)

     

     

    PS Business Parks, Inc. Retirement Plan for Non-Employee Directors

    PS Business Parks, Inc. 2012 Equity and Performance-Based Incentive Compensation Plan

    PS Business Parks, Inc. Retirement Plan for Non-Employee Directors

    PS Business Parks, Inc. 2003 Stock Option and Incentive Plan

    (Full titles of the plans)

     

     

    Matthew L. Ostrower

    Chief Financial Officer

    345 Park Avenue

    New York, New York 10154

    (212) 583-5000

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

    Copy to:

    Brian M. Stadler

    Matthew B. Rogers

    Simpson Thacher & Bartlett LLP

    425 Lexington Avenue

    New York, New York 10017

    (212) 455-2000

     

     

    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.

     

    Large accelerated filer   ☒    Accelerated filer   ☐
    Non-accelerated filer   ☐    Smaller reporting company   ☐
         Emerging growth company   ☐

    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.  ☐

     

     

     


    DEREGISTRATION OF SECURITIES

    This Post-Effective Amendment No. 2 (the “Post-Effective Amendment”) to each of the following Registration Statements on Form S-8 (collectively, the “Prior Registration Statements”) is being filed by PS Business Parks, Inc. (the “Registrant” or “PSB”) to terminate all offerings under the Prior Registration Statements and to deregister any and all shares of PSB common stock, par value $0.01 per share (the “Shares”), together with any and all plan interests and other securities registered but unsold as of the date hereof thereunder (note that the Share numbers listed below do not take into account any applicable corporate actions, such as stock splits, that may have been taken in the interim):

     

      •  

    Registration Statement on Form S-8 (No. 333-104604), which was filed with the Securities and Exchange Commission (the “Commission”) on April 17, 2003, and amended by Post-Effective Amendment No. 1, filed with the Commission on May 19, 2021, pertaining to the registration of 1,500,000 Shares issuable under the PS Business Parks, Inc. 2003 Stock Option and Incentive Plan;

     

      •  

    Registration Statement on Form S-8 (No. 333-129463), which was filed with the Commission on November 4, 2005, and amended by Post-Effective Amendment No. 1, filed with the Commission on May 19, 2021, pertaining to the registration of 70,000 Shares issuable under the PS Business Parks, Inc. Retirement Plan for Non-Employee Directors;

     

      •  

    Registration Statement on Form S-8 (No. 333-184316), which was filed with the Commission on October 5, 2012, and amended by Post-Effective Amendment No. 1, filed with the Commission on May 19, 2021, pertaining to the registration of 1,444,500 Shares issuable under the PS Business Parks, Inc. 2012 Equity and Performance-Based Incentive Compensation Plan; and

     

      •  

    Registration Statement on Form S-8 (No. 333-203771), which was filed with the Commission on May 1, 2015, and amended by Post-Effective Amendment No. 1, filed with the Commission on May 19, 2021, pertaining to the registration of 130,000 Shares issuable under the PS Business Parks, Inc. Retirement Plan for Non-Employee Directors.

    Effective on July 20, 2022, pursuant to that certain Agreement and Plan of Merger, dated as of April 24, 2022 (the “Merger Agreement”), by and among PSB, Sequoia Parent LP (“Parent”), Sequoia Merger Sub I LLC (“Merger Sub I”), Sequoia Merger Sub II LLC (“Merger Sub II,” together with Parent and Merger Sub I, the “Parent Parties”), and PS Business Parks, L.P. (the “Partnership”), (i) Merger Sub II merged with and into the Partnership, with the Partnership continuing as the surviving entity, and (ii) immediately thereafter, Merger Sub I merged with and into the PSB, with PSB continuing as the surviving corporation (together, the “Mergers”).

    In connection with the completion of the Mergers and related transactions contemplated by the Merger Agreement, the offerings pursuant to the above-referenced Prior Registration Statements have been terminated. In accordance with undertakings made by PSB in the Prior Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that remain unsold at the termination of the offerings, PSB hereby removes from registration any and all securities registered but unsold under each of the Prior Registration Statements. Each of the Prior Registration Statements is hereby amended, as appropriate, to reflect the deregistration of such securities.


    SIGNATURE

    Pursuant to the requirements of the Securities Act of 1933, as amended, 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 to the above-referenced Prior Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 20th day of July, 2022.

     

    PS BUSINESS PARKS, INC.

    By:   /s/ Matthew L. Ostrower
      Name:   Matthew L. Ostrower
      Title:   Chief Financial Officer, Vice President and Treasurer

     

    *

    Pursuant to Rule 478 under Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Prior Registration Statements.

    Get the next $PSB alert in real time by email

    Chat with this insight

    Save time and jump to the most important pieces.

    Recent Analyst Ratings for
    $PSB

    DatePrice TargetRatingAnalyst
    11/19/2021$163.00 → $190.00Equal-Weight
    Wells Fargo
    9/30/2021$155.00 → $163.00Underweight → Equal-Weight
    Wells Fargo
    9/14/2021$175.00Neutral → Overweight
    JP Morgan
    More analyst ratings