As filed with the Securities and Exchange Commission on September 21, 2017
Registration
No. 333-146804
Registration
No. 333-172460
Registration
No. 333-174463
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO:
FORM
S-8
REGISTRATION STATEMENT NO.
333-146804
FORM
S-8
REGISTRATION STATEMENT NO.
333-172460
FORM
S-8
REGISTRATION STATEMENT NO.
333-174463
UNDER
THE
SECURITIES ACT OF 1933
DUPONT FABROS TECHNOLOGY, INC.
(Digital Realty Trust, Inc., as successor by merger to DuPont Fabros Technology, Inc.)
(Exact name of registrant as specified in its charter)
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Maryland
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20-8718331
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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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c/o Digital Realty Trust, Inc.
Four Embarcadero Center; Suite 3200
San Francisco, California
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94111
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(Address of Principal Executive Offices)
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(Zip Code)
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DuPont Fabros Technology, Inc. 2007 Equity Compensation Plan
DuPont Fabros Technology, Inc. 2011 Equity Compensation Plan
(Full title of the plans)
Andrew P. Power
Chief
Financial Officer
Digital Realty Trust, Inc.
Four Embarcadero Center, Suite 3200
San Francisco, California 94111
(415)
738-6500
(Name and address and telephone number, including area code, of agent for service for
Digital Realty Trust, Inc. as successor by merger to DuPont Fabros Technology, Inc.)
Copy to:
Julian
T.H. Kleindorfer
355 South Grand Avenue
Los Angeles, California 90071-1560
(213)
485-1234
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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☐ (Do not check if a smaller reporting company)
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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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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 Securities Act. ☐
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (this Post-Effective Amendment) deregisters all shares of DuPont Fabros Technology, Inc.s (the
Registrant) common stock, par value $0.001 per share (Shares), and any other securities remaining unissued under the following Registration Statements on
Form S-8
(each, a
Registration Statement, and collectively, the Registration Statements) filed by the Registrant with the U.S. Securities and Exchange Commission (the Commission):
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Registration Statement on Form
S-8
(No.
333-146804),
which was filed with the Commission on October 18, 2007, pertaining to the
registration of 4,624,745 Shares issuable under the Registrants 2007 Equity Compensation Plan.
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Registration Statement on Form
S-8
(No.
333-172460),
which was filed with the Commission on February 25, 2011, pertaining to the
registration of 1,378,125 Shares issuable under the Registrants 2007 Equity Compensation Plan.
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Registration Statement on Form
S-8
(No.
333-174463),
which was filed with the Commission on May 25, 2011, pertaining to the
registration of 6,300,000 Shares issuable under the Registrants 2011 Equity Compensation Plan.
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Effective September 14, 2017,
pursuant to the Agreement and Plan of Merger, dated as of June 8, 2017 (as amended or supplemented from time to time, the Merger Agreement), by and among the Registrant, DuPont Fabros Technology, L.P., Digital Realty Trust, Inc.
(DLR), Penguins REIT Sub, LLC, a wholly owned subsidiary of DLR (REIT Merger Sub), Digital Realty Trust, L.P., Penguins OP Sub 2, LLC and Penguins OP Sub, LLC, the Registrant merged with and into REIT Merger Sub, which was
subsequently merged with and into DLR, with DLR continuing as the surviving entity (the Merger).
As a result of the Merger, the Registrant
has terminated any and all offerings of its securities pursuant to the Registration Statements. Accordingly, the Registrant hereby terminates the effectiveness of the Registration Statements and, in accordance with an undertaking made by the
Registrant in Part II of the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offering, removes from
registration any and all securities of the Registrant registered but unsold under the Registration Statements as of the date hereof.
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 Post-Effective Amendment No. 1 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of San Francisco, State of California, on this 21st day of September, 2017.
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DIGITAL REALTY TRUST, INC.,
as
successor by merger to DuPont Fabros Technology, Inc.
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By:
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/s/ Joshua A. Mills
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Name:
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Joshua A. Mills
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Title:
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Senior Vice President, General Counsel and Secretary
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Note: Pursuant to Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign this
Post-Effective Amendment to the Registration Statements.
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