S-3DPOS: Post-effective amendment to a S-3D registration statement
Published on December 21, 2007
AS
FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 21, 2007
REGISTRATION
NO. 333-132029
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________
Post
Effective Amendment No. 2
to
FORM S-11
on
FORM
S-3
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
______________
OMEGA
HEALTHCARE INVESTORS, INC.
(Exact
name of registrant as specified in its charter)
______________
MARYLAND
38-3041398
(State
or other jurisdiction of
incorporation or
organization)
(IRS Employer Identification Number)
______________
9690
Deereco Road, Suite 100
Timonium,
Maryland 21093
(410)
427-1700
(Address,
including zip code and telephone number, including area code,
of
registrant's principal executive offices)
______________
C.
Taylor
Pickett
with copy to:
Chief
Executive
Officer
Eliot W. Robinson, Esq.
Omega
Healthcare Investors,
Inc.
Richard H. Miller, Esq.
9690
Deereco Road, Suite
100
Powell Goldstein LLP
Timonium,
Maryland
21093
One Atlantic Center, Fourteenth Floor
(410)
427-1700
1201 West Peachtree Street, NW
Atlanta,
Georgia
30309-3488
(404)
572-6600
(Name,
address, including zip code, and telephone number, including area code, of
agent
for service)
______________
Approximate
date of commencement of
proposed sale to the public: This post-effective amendment
deregisters all of the securities that remain unsold under the registration
statement as of the date hereof.
______________
If
the only securities being registered
on this Form are being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [X]
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. [ ]
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. [ ]
If
this Form is a post-effective
amendment filed pursuant to Section 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. [ ]
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. [
]
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. [ ]
Explanatory
Note
Deregistration
of Unsold Securities
This
Post-Effective Amendment No. 2 on
Form S-3 amends the Registration Statement on Form S-11, Registration No.
333-132029 (the "Original Registration Statement"), of Omega Healthcare
Investors, Inc. (the "Company"), which was filed with the Securities and
Exchange Commission (the "Commission") on February 24, 2006 and became effective
on March 14, 2006, as amended by Post-Effective Amendment No. 1, which was
filed
with the Commission on March 13, 2007 and became effective on March 15,
2007. The Original Registration Statement registered 3,000,000 shares
of the Company's common stock, par value $0.10 per share ("Common Stock"),
for
sale pursuant to the Omega Healthcare Investors, Inc. Dividend Reinvestment
and
Common Stock Purchase Plan.
On
December 21, 2007, the Company filed
a Registration Statement with the Commission on Form S-3 registering 3,326,649
shares of Common Stock for issuance under the Omega Healthcare Investors, Inc.
Dividend Reinvestment and Common Stock Purchase Plan. Consequently, the offering
pursuant to the Original Registration Statement has been
terminated. In accordance with an undertaking made by the Company in
the Original Registration Statement to remove from registration, by means of
a
post-effective amendment, any of the securities which remain unsold at the
termination of the offering, the Company hereby removes from registration the
326,649 shares of Common Stock registered, but unsold, under the Original
Registration Statement.
Signatures
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies
that
it has reasonable grounds to believe it meets all the requirements for filing
on
Form S-3 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Timonium,
State of Maryland, on this 21st day of December, 2007.
OMEGA
HEALTHCARE INVESTORS, INC.
By:
/s/ C.
Taylor Picket
|
C.
Taylor Picket
|
|
Chief
Executive Officer
|
Note:
|
No
other person is required to sign this Post-Effective Amendment No.
2 to
Form S-11 on Form S-3 in reliance upon Rule 478 under the Securities
Act of 1933.
|