As filed with the Securities and Exchange Commission on January 11, 2018

 

Registration No. 333-221836 

  

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

PRE-EFFECTIVE AMENDMENT NO. 1

 

TO

 

Form S-3

 

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

GETTY REALTY CORP.

(Exact Name of Registrant as Specified in its Charter)

Two Jericho Plaza, Suite 110
Jericho, New York 11753-1681
(516) 478-5400
(Address, Including Zip Code and Telephone Number,
Including Area Code, of Registrant’s Principal Executive Offices)

 

Christopher J. Constant
President and Chief Executive Officer
Getty Realty Corp.
Two Jericho Plaza, Suite 110
Jericho, New York 11753-1681
(516) 478-5400
(Name, Address, Including Zip Code and Telephone Number,
Including Area Code, of Agent for Service)

 

With a Copy to:

Wm. David Chalk
DLA Piper LLP (US)
6225 Smith Avenue
Baltimore, Maryland 21209
Telephone: (410) 580-4120
Facsimile: (410) 580-3120

 

     Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

 

     If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.     ☐

 

     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.     ☐

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     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.     ☐

 

     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.     ☐

 

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

 

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 the Securities Act. ☐

 

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. 

 

 

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EXPLANATORY NOTE

 

This Pre-Effective Amendment No. 1 (this “Amendment”) to the Registration Statement on Form S-3 of Getty Realty Corp. (Registration No. 333-221836), initially filed on November 30, 2017 (the “Registration Statement”), is being filed as an exhibit-only filing to file an updated consent of PricewaterhouseCoopers LLP, filed herewith as Exhibit 23.1 (the “Consent”).  Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the Exhibit Index, the signature page to the Registration Statement, and the Consent filed herewith as Exhibit 23.1. The prospectus and the balance of Part II of the Registration Statement are unchanged and have been omitted from this Amendment.

 

 

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Part II—INFORMATION NOT REQUIRED IN THE PROSPECTUS

 

Item 16. Exhibits

 

A list of exhibits filed herewith is contained in the exhibit index that immediately precedes such exhibits and is incorporated herein by reference.

 

 

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Exhibit Index

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Pre-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jericho, State of New York, on January 11, 2018.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Pre-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

 

 

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