As filed with the Securities and Exchange Commission on May 15, 2012.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DDR Corp.
(Exact Name of Registrant as Specified in Its Charter)
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Ohio
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34-1723097
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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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3300 Enterprise Parkway
Beachwood, Ohio 44122
(Address of Principal Executive Offices Including
Zip Code)
2012 Equity and Incentive Compensation Plan
(Full Title of the Plan)
David E. Weiss
Executive Vice President & General Counsel
3300 Enterprise Parkway
Beachwood, Ohio 44122
(216) 755-5500
(Name, Address and Telephone Number of 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, accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting 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
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Proposed
Maximum
Offering
Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common shares, par value $0.10 per share
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9,617,718
(1)
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$14.615
(2)
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$140,562,948.50
(2)
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$16,109
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(1)
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Pursuant to Rule 416 of the Securities Act of 1933 (the
Securities Act
), this Registration Statement also covers such additional shares of
common shares, par value $0.10 per share (the
Common Shares
), of DDR Corp., an Ohio corporation (the
Registrant
), as may become issuable pursuant to the anti-dilution provisions of the
Registrants 2012 Equity and Incentive Compensation Plan (the
Plan
).
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(2)
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Estimated solely for the purposes of determining the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act,
on the basis of the average of the high and low sale prices of the Common Shares on the New York Stock Exchange on May 9, 2012, a date that is within five business days prior to filing.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of
Documents by Reference.
The Registrant is subject to the informational and reporting requirements of Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
Exchange Act
), and, in accordance therewith, files reports, proxy statements and other information with the Securities and Exchange Commission (the
Commission
). The following documents, which are on file with the Commission, are incorporated into this Registration Statement by reference:
(a)
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The Registrants Annual Report on Form 10-K for the year ended December 31, 2011 (Commission File No. 001-11690) filed with the Commission on
February 28, 2012 under the Exchange Act;
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(b)
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Amendment No. 1 to the Registrants Annual Report on Form 10-K/A for the year ended December 31, 2011 (Commission File No. 001-11690) filed with the
Commission on March 26, 2012 under the Exchange Act;
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(c)
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The Registrants Quarterly Report on Form 10-Q for the period ended March 31, 2012 (Commission File No. 001-11690) filed with the Commission on
May 9, 2012 under the Exchange Act;
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(d)
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The Registrants Current Report on Form 8-K (Commission File No. 001-11690) filed with the Commission on January 18, 2012; and
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(e)
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The description of the Registrants Common Shares contained in the Registrants Registration Statement on Form 8-A, dated January 2, 1993 (Commission
File No. 001-11690), and all amendments and reports filed with the Commission for the purpose of updating such description.
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All documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the effective date of this Registration Statement and prior to
the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, will be deemed to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents. Any statement contained in any document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded will not be
deemed, except as modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
The Ohio Revised Code (the
Ohio Code
) authorizes Ohio corporations to indemnify officers and directors from
liability if the officer or director acted in good faith and in a manner reasonably believed by the officer or director to be in or not opposed to the best interests of the corporation, and, with respect to any criminal actions, if the officer or
director had no reason to believe his or her action was unlawful. In the case of an action by or on behalf of a corporation, indemnification may not be made (1) if the person seeking indemnification is adjudged liable for negligence or
misconduct, unless the court in which such action was brought determines such person is fairly and reasonably entitled to indemnification, or (2) if liability asserted against such person concerns certain unlawful distributions. The
indemnification provisions of the Ohio Code require indemnification if a director or officer has been successful on the merits or otherwise in defense of any action, suit or proceeding that he or she was a party to by reason of the fact that he or
she is or was a director or officer of the corporation. The indemnification authorized under Ohio law is not exclusive and is in addition to any other rights granted to officers and directors under the articles of incorporation or code of
regulations of the corporation or any agreement between officers and directors and the corporation. A corporation may purchase and maintain insurance or furnish similar protection on behalf of any officer or director against any liability asserted
against such person and incurred by such person in his or her capacity, or arising out of his or her status, as an officer or director, whether or not the corporation would have the power to indemnify him or her against such liability under the Ohio
Code.
The Registrants code of regulations provides for the indemnification of directors and officers of the Registrant
to the maximum extent permitted by Ohio law as authorized by the board of directors of the Registrant and for the advancement of expenses incurred in connection with the defense of any action, suit or proceeding that he or she was a party to by
reason of the fact that he or she is or was a director or officer of the Registrant upon the receipt of an undertaking to repay such amount unless it is ultimately determined that the director or officer is entitled to indemnification.
The Registrant maintains a directors and officers insurance policy which insures the directors and officers of the Registrant
from claims arising out of an alleged wrongful act by such persons in their respective capacities as directors and officers of the Registrant, subject to certain exceptions.
The Registrant has entered into indemnification agreements with its directors and certain officers which provide for indemnification to the fullest extent permitted under Ohio law.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
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Exhibit
Number
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Description
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4.1
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Second Amended and Restated Articles of Incorporation of the Registrant, as amended (incorporated herein by reference to Exhibit 3.1 to the Registrants Current Report on Form
8-K (File No. 001-11690) filed with the Commission on August 10, 2009)
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4.2
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Amendment to the Second Amended and Restated Articles of Incorporation of the Registrant, as amended (incorporated herein by reference to Exhibit 3.1 to the Registrants
Current Report on Form 8-K (File No. 001-11690) filed with the Commission on September 14, 2011)
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4.3
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Amended and Restated Code of Regulations of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrants Quarterly Report on Form 10-Q (File No.
001-11690) filed with the Commission on May 11, 2009)
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4.4
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2012 Equity and Incentive Compensation Plan
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5.1
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Opinion of Counsel
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23.1
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Consent of Independent Registered Public Accounting Firm
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23.2
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Consent of Independent Auditors
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23.3
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Consent of Counsel (included in Exhibit 5.1)
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24.1
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Power of Attorney
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Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file,
during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective Registration Statement.
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(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
Provided, however
, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrants annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plans annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial
bona fide
offering thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Beachwood, State of Ohio, on this 15th day of May, 2012.
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DDR CORP.
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By:
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/s/ David E. Weiss
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David E. Weiss
Executive
Vice President & General Counsel
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Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by
the following persons in the capacities indicated and on May 15, 2012.
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Signature
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Title
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/s/ Daniel B. Hurwitz
Daniel B. Hurwitz
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President, Chief Executive Officer and
Director
(Principal Executive Officer)
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/s/ David J. Oakes
David J. Oakes
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Senior Executive Vice President and Chief Financial
Officer (Principal Financial Officer)
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/s/ Christa A. Vesy
Christa A. Vesy
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Executive Vice President and Chief Accounting
Officer (Principal Accounting Officer)
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Terrance R. Ahern
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Director
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James C. Boland
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Director
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Thomas Finne
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Director
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Robert H. Gidel
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Director
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Volker Kraft
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Director
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*
Rebecca L. Maccardini
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Director
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Victor B. MacFarlane
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Director
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6
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Craig Macnab
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Director
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Scott D. Roulston
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Director
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Barry A. Sholem
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Director
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This Registration Statement has been signed on behalf of the above officers and directors by David E. Weiss, as attorney-in-fact, pursuant to a power of attorney filed
as Exhibit 24.1 to this Registration Statement.
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DATED: May 15, 2012
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By:
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/s/ David E. Weiss
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David E. Weiss, Attorney-in-Fact
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7
EXHIBIT INDEX
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Exhibit
Number
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Description
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4.1
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Second Amended and Restated Articles of Incorporation of the Registrant, as amended (incorporated herein by reference to Exhibit 3.1 to the Registrants Current Report on Form
8-K (File No. 001-11690) filed with the Commission on August 10, 2009)
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4.2
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Amendment to the Second Amended and Restated Articles of Incorporation of the Registrant, as amended (incorporated herein by reference to Exhibit 3.1 to the Registrants
Current Report on Form 8-K (File No. 001-11690) filed with the Commission on September 14, 2011)
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4.3
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Amended and Restated Code of Regulations of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrants Quarterly Report on Form 10-Q (File No.
001-11690) filed with the Commission on May 11, 2009)
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4.4
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2012 Equity and Incentive Compensation Plan
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5.1
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Opinion of Counsel
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23.1
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Consent of Independent Registered Public Accounting Firm
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23.2
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Consent of Independent Auditors
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23.3
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Consent of Counsel (included in Exhibit 5.1)
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24.1
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Power of Attorney
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