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As filed with the Securities and Exchange Commission on August 4, 2011
File No. 333-97895
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO.1 TO
FORM S-8
REGISTRATION
STATEMENT
Under
THE SECURITIES ACT OF 1933
PROLOGIS
(Exact name of registrant as specified in its charter)
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| MARYLAND
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74-2604728 |
(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer Identification No.) |
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Pier 1, Bay 1
San Francisco, California
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94111 |
| (Address of principal executive offices)
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(Zip Code) |
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| Registrant’s telephone number, including area code: |
| (415) 394-9000 |
PROLOGIS
1997 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
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Edward S. Nekritz
Secretary
4545 Airport Way
Denver, Colorado 80239
(303) 567-5000
(Agent for service) |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large
accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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DEREGISTRATION OF SECURITIES
Prologis, a Maryland real estate investment trust (the “Company”), has filed the following
Registration Statements on Form S-8: Registration No. 333-31421; Registration No. 333-46698;
Registration No. 333-46700; Registration No. 333-97895; Registration No. 333-141812; and
Registration No. 333-167075 (the “Registration Statements”) with respect to the 2006 Long-Term
Incentive Plan and certain predecessor plans. Pursuant to the Registration Statements, the Company
registered the sale of an aggregate of 66,160,000 common shares of beneficial interest, par value
$0.01 per share (the “Shares”). The Company has terminated all offerings pursuant to the
Registration Statements and the Company is filing post-effective amendments for the purpose of
removing from registration all of the Shares under the Registration Statements which remain
unissued. In connection with the offerings, the Company issued a total of 16,749,923 Shares.
Therefore, the Company is, by post-effective amendment, removing from registration the remaining
49,410,077 Shares that were registered but that were not issued, including all of the Shares that
were registered but were not issued pursuant to this Registration Statement on Form S-8
Registration No. 333-97895.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Prologis 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 No. 1 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized in the City of Denver, State of
Colorado, on August 4, 2011.
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PROLOGIS
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By: |
/s/ Michael T. Blair |
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Name: |
Michael T. Blair |
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Title: |
Managing Director and Deputy General
Counsel |
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