Securities Registration: Employee Benefit Plan (s-8)
09 Junho 2021 - 5:10PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on June 9, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
EPR PROPERTIES
(Exact
name of registrant as specified in its charter)
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Maryland
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43-1790877
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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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909 Walnut Street, Suite 200
Kansas City, Missouri
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64106
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(Address of Principal Executive Offices)
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(Zip Code)
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EPR Properties 2016 Equity Incentive Plan
(Full title of the plan)
Craig L.
Evans
Executive Vice President, General Counsel and Secretary
EPR Properties
909
Walnut Street, Suite 200
Kansas City, Missouri 64106
(Name and address of agent for service)
(816) 472-1700
(Telephone number, including area code, of agent for service)
Copies to:
James
W. Allen
B. Scott Gootee
Stinson LLP
1201 Walnut,
Suite 2900
Kansas City, Missouri 64106
(816) 842-8600
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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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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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 (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 of beneficial interest, par value $0.01 per
share
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2,000,000 shares
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$52.61
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$105,220,000.00
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$11,479.51
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), such
number of shares registered hereby shall include an indeterminate number of common shares that may be issued in connection with a share split, share dividend or similar event, for which no separate consideration will be paid.
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(2)
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Calculated pursuant to Rules 457(c) and 457(h) under the Securities Act solely for the purpose of calculating
the amount of the registration fee, on the basis of the average of the high and low prices of the common shares of beneficial interest of EPR Properties reported on the New York Stock Exchange on June 4, 2021.
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(3)
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Calculated pursuant to General Instruction E on Form S-8.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed by EPR Properties (the Registrant)
for the purpose of registering an additional 2,000,000 shares of the Registrants common shares of beneficial interest reserved for issuance under the EPR Properties 2016 Equity Incentive Plan (as amended and restated on May 28, 2021), as
approved by the Registrants shareholders at the Registrants 2021 annual meeting of shareholders.
Pursuant to General
Instruction E to Form S-8, this Registration Statement on Form S-8 incorporates by reference the contents of the Registration Statement on Form S-8 (File No. 333-211815) filed by the Registrant with the Securities and Exchange Commission (the Commission) on June 3, 2016.
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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Exhibit No.
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Description
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4.1
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Composite of Amended and Restated Declaration of Trust of the Registrant (inclusive of all amendments through June
1, 2020), which is attached as Exhibit 3.1 to the Registrants Form 10-Q (Commission File No. 001-13561) filed on August
6, 2020, is hereby incorporated by reference as Exhibit 4.1
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4.2
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Articles Supplementary designating the powers, preferences and rights of the 5.750% Series C Cumulative Convertible Preferred Shares, which is
attached as Exhibit 3.2 to the Registrants Form 8-K (Commission File No. 001-13561) filed on December 21, 2006, is hereby incorporated by reference as
Exhibit 4.2
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4.3
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Articles Supplementary designating powers, preferences and rights of the 9.000% Series E Cumulative Convertible Preferred Shares, which is attached
as Exhibit 3.1 to the Registrants Form 8-K (Commission File No. 001-13561) filed on April 2, 2008, is hereby incorporated by reference as Exhibit 4.3
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4.4
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Articles Supplementary designating the powers, preferences and rights of the 5.750% Series G Cumulative Redeemable Preferred Shares, which is
attached as Exhibit 3.1 to the Registrants Form 8-K (Commission File No. 001-13561) filed on November 30, 2017, is hereby incorporated by reference as
Exhibit 4.4
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4.5
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Amended and Restated Bylaws of the Company (inclusive of all amendments through May
30, 2019), which is attached as Exhibit 3.2 to the Registrants Form 8-K (Commission File No. 001-13561) filed on May
30, 2019, is hereby incorporated by reference as Exhibit 4.5
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5.1*
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Opinion of Stinson LLP regarding legality
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23.1*
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Consent of KPMG LLP
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23.2*
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Consent of Stinson LLP (included in Exhibit 5.1)
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24.1*
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Power of Attorney (included in the signature page to this Registration Statement)
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99.1
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EPR Properties 2016 Equity Incentive Plan (as amended and restated on May
28, 2021), which is attached as Exhibit 10.1 to the Registrants Form 8-K (Commission File No. 001-13561) filed on June
1, 2021, is hereby incorporated by reference as Exhibit 99.1
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*Each
document marked with an asterisk is filed herewith.
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 Kansas City, State of
Missouri, on this 9th day of June, 2021.
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EPR PROPERTIES,
a Maryland real
estate investment trust
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By:
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/s/ Craig L. Evans
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Name:
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Craig L. Evans
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Title:
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Executive Vice President, General Counsel and Secretary
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Gregory K. Silvers, Mark A. Peterson and Craig L. Evans, and each of them,
his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and to any other documents filed with the Securities and Exchange Commission and to file the same, with all exhibits to the
Registration Statement and other documents in connection with the Registration Statement, with the Securities and Exchange Commission or any other regulatory authority, grants to the
attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as he or she might or could do in person, and ratifies and confirms all that said attorneys-in-fact and agents or any
of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue of this power of attorney.
Pursuant to the
requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
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By:
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/s/ Robert J.
Druten
Robert J. Druten
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Chairman of the Board of Trustees
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June 9, 2021
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By:
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/s/ Gregory K.
Silvers
Gregory K. Silvers
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President, Chief Executive Officer (Principal Executive Officer) and Trustee
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June 9, 2021
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By:
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/s/ Mark A.
Peterson
Mark A. Peterson
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Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)
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June 9, 2021
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By:
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/s/ Tonya L. Mater
Tonya L. Mater
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Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
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June 9, 2021
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By:
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/s/ Thomas M.
Bloch
Thomas M. Bloch
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Trustee
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June 9, 2021
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By:
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/s/ Barrett Brady
Barrett Brady
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Trustee
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June 9, 2021
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By:
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/s/ Peter C. Brown
Peter C. Brown
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Trustee
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June 9, 2021
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By:
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/s/ James B.
Connor
James B. Connor
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Trustee
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June 9, 2021
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By:
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/s/ Jack A. Newman,
Jr.
Jack A. Newman, Jr.
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Trustee
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June 9, 2021
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By:
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/s/ Virginia E.
Shanks
Virginia E. Shanks
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Trustee
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June 9, 2021
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By:
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/s/ Robin P.
Sterneck
Robin P. Sterneck
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Trustee
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June 9, 2021
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