As filed with the Securities and Exchange Commission on September 1, 2016

Registration No. 333-211564

 

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WASHINGTON, D.C. 20549

 

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POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

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(Exact name of registrant as specified in its charter)

 

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814 East Main Street

Richmond, Virginia 23219

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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Justin G. Knight

President and Chief Executive Officer

Apple Hospitality REIT, Inc.

814 East Main Street

Richmond, Virginia 23219

(Name, address, including zip code, and telephone number, including area code, of agent for service)

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With copies to:

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement is declared effective and all other conditions to closing of the merger described herein have been satisfied or waived.

 

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, 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, 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 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. ☒

 

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.

 

 

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

 

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

 

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

 

EXPLANATORY NOTE

This Post-effective Amendment No. 1 to Apple Hospitality REIT, Inc.’s Registration Statement on Form S-4 (Registration No. 333-211564) originally filed with the Securities and Exchange Commission on May 24, 2016, as amended by Amendment No. 1 filed June 29, 2016, and Amendment No. 2 filed July 13, 2016, is being filed for the sole purpose of amending the exhibit index to include Exhibit Nos. 8.1 and 23.4 filed herewith.

 

 

 

 

PART II

 

INFORMATION NOT REQUIRED IN THE PROSPECTUS

 

Item 20. Indemnification of Directors and Officers

 

Apple Hospitality REIT, Inc.’s (“Apple Hospitality”) articles of incorporation provide for the limitation or elimination of liability of Apple Hospitality’ directors and officers to Apple Hospitality or Apple Hospitality’s shareholders to the same extent permitted by the Virginia Stock Corporation Act.

 

The Virginia Stock Corporation Act permits, and Apple Hospitality’s articles of incorporation require, to the fullest extent permitted by Virginia law, that Apple Hospitality indemnify its officers and directors in a variety of circumstances, which may include indemnification for liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Under Sections 13.1-697 and 13.1-702 of the Virginia Stock Corporation Act, a Virginia corporation generally is authorized to indemnify its directors and officers in civil and criminal actions if such officer or director acted in good faith and believed, in the case of conduct in his or her official capacity with the corporation, that his conduct was in the best interests of the corporation or in all other cases, that his conduct was at least not opposed to its best interests, and, in the case of any criminal proceeding, he had no reasonable cause to believe that his conduct was unlawful. The Virginia Stock Corporation Act requires such indemnification, unless limited by a corporation’s articles of incorporation, when a director or officer entirely prevails in the defense of any proceeding to which he was a party because he is or was a director or officer of the corporation.

 

Apple Hospitality’s articles of incorporation provide that Apple Hospitality must indemnify any individual who is, was or is threatened to be made a party to a civil, criminal, administrative, investigative or other proceeding (including a proceeding by or in the right of Apple Hospitality or by or on behalf of Apple Hospitality’s shareholders) because such individual is or was a director or officer of Apple Hospitality or of any legal entity controlled by Apple Hospitality, or is or was a fiduciary of any employee benefit plan established at the direction of Apple Hospitality, against all liabilities and reasonable expenses incurred by such individual on account of the proceeding, provided that Apple Hospitality (excluding the indemnified party) determines in good faith that such individual’s course of conduct that caused the loss or liability was in the best interests of Apple Hospitality, and provided further that such liabilities and expenses were not incurred because of such individual’s willful misconduct, bad faith, reckless disregard of duties or knowing violation of the criminal law. Before any indemnification is paid, a determination must be made that indemnification is permissible in the circumstances because the individual seeking indemnification is eligible for indemnification and has met the standard of conduct set forth above. Such determination must be made in the manner provided by Virginia law for determining that indemnification of a director is permissible; provided, however, that if a majority of Apple Hospitality’s directors has changed after the date of the alleged conduct giving rise to a claim for indemnification, the determination that indemnification is permissible must, at the option of the individual claiming indemnification, be made by special legal counsel agreed upon by the Apple Hospitality board and such individual.

 

Unless a determination has been made that indemnification is not permissible, Apple Hospitality must make advances and reimbursement for expenses incurred by any individual named above upon receipt of an undertaking from such individual to repay the same if it is ultimately determined that such individual is not entitled to indemnification. Apple Hospitality is authorized to contract in advance to indemnify its directors and officers to the extent it is required to indemnify them pursuant to the provisions described above.

 

Notwithstanding the above, indemnification will not be allowed for any liability imposed by judgment, and costs associated therewith, including attorneys’ fees, arising from or out of an alleged violation of federal or state securities laws associated with the public offering of Apple Hospitality’s common shares unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee, or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the SEC and of the published position of any state securities regulatory authority in which Apple Hospitality’s securities were offered or sold as to indemnification for violations of securities laws.

 

Item 21. Exhibits and Financial Statements

 

The exhibits listed below in the “Exhibit Index” are part of this Registration Statement and are numbered in accordance with Item 601 of Regulation S-K.

 

Item 22. Undertakings

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

 

The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on September 1, 2016.

 

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in their respective capacities on the dates indicated.

 

 

* By:  /s/Bryan F. Peery  

Bryan F. Peery

Attorney-in-fact

 

EXHIBIT INDEX