forms3a_100509.htm
AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 5,
2009
Registration
No. 333-136896
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Post
Effective Amendment No. 1
to
FORM
S-3
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
MONMOUTH
REAL ESTATE INVESTMENT CORPORATION
(Exact
name of registrant as specified in charter)
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Maryland
(State
or other jurisdiction of
incorporation
or organization)
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22-1897375
(I.R.S.
Employer
Identification
No.)
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Juniper
Business Plaza, Suite 3-C, 3499 Route 9 North,
Freehold,
New Jersey 07728
732-577-9996
(Address,
including zip code, and telephone number, including area code, of registrant’s
principal executive offices)
Anna
T. Chew
Juniper
Business Plaza, Suite 3-C, 3499 Route 9 North,
Freehold,
New Jersey 07728
732-577-9996
(Name,
address, including zip code, and telephone number, including area code, of agent
for service)
Copies
to:
Gary
D. Gilson
Husch
Blackwell Sanders, LLP
4801
Main Street, Suite 1000
Kansas
City, Missouri 64112
Approximate
date of commencement of proposed sale to the public:
From time
to time after the 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. o
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, check
the following box. o
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. o
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. o
If this Form is a registration
statement 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. o
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. o
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Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer
or a smaller reporting company.
Large
accelerated filer _____ Accelerated
filer __X___
Non-accelerated
filer ______
Smaller
reporting company _______
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———————————
DEREGISTRATION
OF SECURITIES
Monmouth
Real Estate Investment Corporation (the “Company”) is filing this Post-Effective
Amendment No. 1 to the registration statement on Form S-3, Registration No.
333-136896, dated October 3, 2006 (the “Registration Statement”), pertaining to
the sale of an indeterminate amount of the Company’s common stock and preferred
stock (collectively, the “Capital Stock”), which may be sold from time to time
in one or more offerings of one or more series up to a total dollar amount of
$100,000,000, as described in a supplemental prospectus.
Pursuant
to a prospectus supplement filed December 1, 2006, the Company sold $33,062,500
of preferred stock under the Registration Statement. On September 1,
2009, the Company filed a replacement registration statement on Form S-3 that
includes common stock and preferred stock with an aggregate offering price of
$15,000,000 that remain unsold and were previously covered by the Registration
Statement. Accordingly, a balance of $51,937,500 of Capital Stock remains
unsold and on the Registration Statement.
Pursuant
to the undertaking made by the Company in the Registration Statement to remove
from registration by means of a post-effective amendment any of the Capital
Stock being registered that remain unsold at the termination of the offering,
the Company is filing this Post-Effective Amendment No. 1 to the Registration
Statement to deregister all of the Capital Stock that remains unsold under the
Registration Statement.
SIGNATURES
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 the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Freehold, State of
New Jersey on the 5th day of October, 2009.
Monmouth
Real Estate Investment Corporation
By: /s/ EUGENE W.
LANDY
Printed name: Eugene W.
Landy
Title: Chief Executive
Officer, President and Director
Pursuant
to the requirements of the Securities Act of 1933, as amended, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities indicated on this 5th day of October,
2009.
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/S/
EUGENE W. LANDY
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*
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Eugene
W. Landy
Chief
Executive Officer,
President
and Director
(Principal
Executive Officer)
*
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Samuel
A. Landy
Director
*
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Cynthia
J. Morgenstern
Executive
Vice President and Director
/S/
Anna T. Chew
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Scott
L. Robinson
Director
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Anna
T. Chew
Chief
Financial Officer and Director
(Principal
Financial and Accounting Officer)
*
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Eugene
Rothenberg
Director
*
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Daniel
D. Cronheim
Director
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Stephen
B. Wolgin
Director
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Catherine
B. Elflein
Director
*
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Joshua
Kahr
Director
*
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Matthew
I. Hirsch
Director
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Neal
Herstik
Director
/S/
EUGENE W. LANDY
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Michael
P. Landy
Executive
Vice President - Investments and Director
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Eugene
W. Landy
Attorney-in-Fact
As
attorney in fact for the above officers and
directors
marked by an asterisk
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