As filed with the Securities and Exchange Commission on June 28, 2005
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM S-11
FOR REGISTRATION UNDER
THE SECURITIES ACT OF 1933
OF CERTAIN REAL ESTATE COMPANIES
American Campus Communities, Inc.
805 Las Cimas Parkway, Suite 400
Austin, TX 78746
(512) 732-1000
(Address, Including Zip Code and Telephone Number, Including Area Code,
of Registrants Principal Executive Offices)
William C. Bayless, Jr.
President and Chief Executive Officer
805 Las Cimas Parkway, Suite 400
Austin, TX 78746
(512) 732-1000
(Name, Address, Including Zip Code and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Bryan L. Goolsby | Edward F. Petrosky | |
Toni Weinstein | J. Gerard Cummins | |
Locke Liddell & Sapp LLP | Sidley Austin Brown & Wood LLP | |
2200 Ross Avenue, Suite 2200 | 787 Seventh Avenue | |
Dallas, TX 75201 | New York, NY 10019 | |
Telephone: (214) 740-8000 | Telephone: (212) 839-5300 | |
Facsimile: (214) 740-8800 | Facsimile: (212) 839-5599 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement of the same offering. þ Registration No. 333-125549
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 post-effective amendment filed pursuant to Rule 462(d) 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 delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o
CALCULATION OF REGISTRATION FEE
Proposed Maximum | ||||||||||||
Title of Each Class of Securities To | Amount To Be | Aggregate Offering | Amount of | |||||||||
Be Registered | Registered | Price (1) | Registration Fee | |||||||||
Common Stock, par value $.01 per share |
665,000 | $ 14,962,500 | $ 1,762 | |||||||||
(1) | Estimated pursuant to Rule 457(a) of the Securities Act of 1933, as amended. Includes shares that the underwriters have the option to purchase from us to cover over-allotments, if any. |
EXPLANATORY NOTE | ||||||||
SIGNATURES | ||||||||
EXHIBIT INDEX | ||||||||
Opinion/Consent of Locke Liddell & Sapp LLP | ||||||||
Consent of Ernst & Young LLP |
EXPLANATORY NOTE
This registration statement is being filed pursuant to Rule 462(b) and General Instruction G of Form S-11, both as promulgated under the Securities Act of 1933, as amended, and includes the registration statement facing page, this page, the signature page, an exhibit index and the required opinion and consents. The contents of the Registration Statement on Form S-11 (Registration No. 333-125549), including the exhibits thereto, which was declared effective by the Securities and Exchange Commission on June 28, 2005, are incorporated by reference in this 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 the registrant meets all of the requirements for filing on Form S-11 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on this 28th day of June 2005.
AMERICAN CAMPUS COMMUNITIES, INC. | ||||
By: | /s/ William C. Bayless, Jr. | |||
William C. Bayless, Jr. | ||||
President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ William C. Bayless, Jr. William C. Bayless, Jr. |
President and Chief Executive Officer (Principal Executive Officer) | June 28, 2005 | ||
/s/ Brian B. Nickel Brian B. Nickel |
Executive Vice President, Chief Financial Officer and Director (Principal Financial Officer) | June 28, 2005 | ||
/s/ Jonathan Graf Jonathan Graf |
Senior Vice President, Chief Accounting Officer and Treasurer (Principal Accounting Officer) | June 28, 2005 | ||
* R.D. Burck |
Chairman of the Board of Directors | June 28, 2005 | ||
* G. Steven Dawson |
Director | June 28, 2005 | ||
* Cydney Donnell |
Director | June 28, 2005 | ||
* Edward Lowenthal |
Director | June 28, 2005 | ||
* Scott H. Rechler |
Director | June 28, 2005 | ||
* Winston W. Walker |
Director | June 28, 2005 |
By: /s/ William C. Bayless, Jr.
William C. Bayless, Jr.
Attorney-in-Fact
EXHIBIT INDEX
Exhibit | ||
Number | Description | |
5.1
|
Opinion of Locke Liddell & Sapp LLP with respect to the legality of the securities being registered | |
23.1
|
Consent of Ernst & Young LLP | |
23.2
|
Consent of Locke Liddell & Sapp LLP (included in Exhibit 5.1) | |
24.1
|
Powers of Attorney (included on the signature page to the registrants Registration Statement on Form S-11 (Registration No. 333-125549) as filed with the Securities and Exchange Commission on June 6, 2005 and declared effective on June 28, 2005) |