UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 6 TO
FORM S-11
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Wells Real Estate Investment Trust II, Inc.
(Exact name of registrant as specified in its charter)
6200 The Corners Parkway
Norcross, Georgia 30092
(770) 449-7800
(Address, including zip code, and telephone number, including area code, of the registrant’s principal executive offices)
Leo F. Wells, III
President
Wells Real Estate Investment Trust II, Inc.
6200 The Corners Parkway
Norcross, Georgia 30092
(770) 449-7800
(Name, address, including zip code and telephone number, including area code, of agent for service)
Copies to:
Robert H. Bergdolt, Esq.
DLA Piper US LLP
4141 Parklake Avenue, Suite 300
Raleigh, North Carolina 27612-2350
(919) 786-2000
Approximate date of commencement of proposed sale to public: Sales under the Company’s registration statement are ongoing. This post-effective amendment is being filed pursuant to Rule 462(d) under the Securities Act and will be effective upon filing.
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, 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(c) under the Securities Act, check the following box and list the Securities Act registration 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 number of the earlier effective registration statement for the same offering. x Registration No. 333-125643
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ¨
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 (Check One):
| Large accelerated filer ¨ |
Accelerated filer ¨ | |
| Non-accelerated filer x |
Smaller Reporting Company ¨ | |
| (Do not check if smaller reporting company) | ||
Explanatory Note
This Post-Effective Amendment No. 6 to the Registration Statement on Form S-11 (No. 333-125643) is filed pursuant Rule 462(d) solely to add certain exhibits not previously filed with respect to such Registration Statement.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 36. | Financial Statements and Exhibits |
| (b) | The following exhibit is filed as part of this registration statement: |
| Ex. | Description | |
| 23.2 | Consent of Ernst & Young LLP |
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 the requirements for filing on Form S-11 and has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Norcross, State of Georgia, on April 3, 2008.
| WELLS REAL ESTATE INVESTMENT TRUST II, INC. | ||
| By: | /s/ Leo F. Wells, III | |
| Leo F. Wells, III | ||
| President and Director | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
| Name |
Title |
Date | ||||||
| /s/ Leo F. Wells, III |
President and Director | April 3, 2008 | ||||||
| Leo F. Wells, III | (Principal Executive Officer) | |||||||
| /s/ Douglas P. Williams |
Executive Vice President, Secretary, Treasurer and Director (Principal Financial and Accounting Officer) | April 3, 2008 | ||||||
| Douglas P. Williams | ||||||||
| * |
Independent Director | April 3, 2008 | ||||||
| Charles R. Brown | ||||||||
| * |
Independent Director | April 3, 2008 | ||||||
| Richard W. Carpenter | ||||||||
| * |
Independent Director | April 3, 2008 | ||||||
| Bud Carter | ||||||||
| * |
Independent Director | April 3, 2008 | ||||||
| E. Nelson Mills | ||||||||
| * |
Independent Director | April 3, 2008 | ||||||
| Neil H. Strickland | ||||||||
| * /s/ Douglas P. Williams |
||
| Douglas P. Williams | ||
| Douglas P. Williams, as attorney-in-fact |