|
Maryland
|
|
52-2058165
|
|
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
|
(I.R.S.
Employer
Identification
Number)
|
|
Title
of Each Class of Securities
To
Be Registered
|
|
Amount
To Be
Registered(1)
(2)
|
|
Proposed Maximum
Offering
Price
Per
Share(3)
|
|
Proposed Maximum
Aggregate
Offering
Price
|
|
Amount
of
Registration Fee
|
|
|
||||||||
|
Common
Stock, par value $0.01 per
share
|
|
260,000 shares
|
|
$19.81
|
|
$5,150,600
|
|
$551.11
|
|
(1)
|
208,000
shares of American Community Properties Trust common stock, par value
$.01
per share (“Common Stock”), are being registered pursuant to the American
Community Properties Trust Employees’ Share Incentive Plan and 52,000
shares of Common Stock are being registered pursuant to the American
Community Properties Trust Trustees’ Share Incentive
Plan.
|
|
(2)
|
Pursuant
to Rule 416(a) of the Securities Exchange Act of 1933, as amended
(the
“Securities Act”), this Registration Statement shall also cover any
additional shares of the Company’s Common Stock that become issuable under
the plan by reason of any stock splits, stock dividends or similar
transactions.
|
|
(3)
|
Calculated
pursuant to Rule 457(c) of the Securities Act on the basis of $19.81
per
share, which was the average of the high and low prices of the Common
Stock as quoted on the American Stock Exchange on August 10, 2006.
|
|
Item
1.
|
Plan Information.
|
|
Item
2.
|
Registrant Information and Employee Plan Annual
Information.
|
|
Item
3.
|
Incorporation of Documents by Reference.
|
| · |
our
Annual Report on Form 10-K/A for the year ended December 31,
2005 filed with the Commission on April 3, 2006;
|
| · |
our
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2006
and
June 30, 2006 as filed with the Commission on May 15, 2006 and August
11,
2006, respectively;
|
| · |
our
Current Report on Form 8-K filed with the Commission on March 10,
2006; and
|
| · |
the
description of our common stock incorporated by reference to our
Registration Statement on Form 8-A, filed under Section 12 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), which
incorporates by reference the description of our common stock contained
in
our Registration Statement on Form
S-11 (Reg. No. 333-58835),
and all amendments or reports filed for the purpose of updating such
description.
|
|
Item
6.
|
Indemnification of Directors and Officers.
|
|
|
(a)
|
The
undersigned Company hereby undertakes:
|
|
|
(1)
|
To
file, during any period in which offers or sales are being made,
a
post-effective amendment to this registration statement:
|
|
|
(i)
|
To
include any prospectus required by Section 10(a)(3) of the Securities
Act;
|
|
|
(ii)
|
To
reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent
a
fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease
in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation
from
the law or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant
to
Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in
the effective registration statement;
|
|
|
(iii)
|
To
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration statement;
|
|
|
(2)
|
That,
for the purpose of determining any liability under the Securities
Act,
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein,
and the
offering of such securities at that time shall be deemed to be the
initial
bona
fide
offering thereof.
|
|
|
(3)
|
To
remove from registration by means of a post-effective amendment any
of the
securities being registered which remain unsold at the termination
of the
offering.
|
|
American
Community Properties Trust
(Registrant)
|
||
|
By:
|
|
/s/
J. Michael Wilson
|
|
|
|
|
|
|
|
J.
Michael Wilson
|
|
|
|
Chairman
and Chief Executive Officer
|
|
Signature
|
|
Title
|
|
|
/s/
J. Michael Wilson
J.
Michael Wilson
|
|
Chairman,
Chief Executive Officer and Trustee
|
|
|
/s/
Edwin L. Kelly
Edwin
L. Kelly
|
|
President,
Chief Operating Officer and Trustee
|
|
|
/s/
Thomas J. Shafer
Thomas
J. Shafer
|
|
Trustee
|
|
|
/s/
T. Michael Scott
T.
Michael Scott
|
|
Trustee
|
|
|
/s/
Antonio Ginorio
Antonio
Ginorio
|
|
Trustee
|
|
|
/s/
Thomas S. Condit
Thomas
S. Condit
|
|
Trustee
|
|
|
/s/
Cynthia L. Hedrick
Cynthia
L. Hedrick
|
|
Executive
Vice President and Chief Financial Officer
(Principal
Financial Officer)
|
|
|
/s/
Matthew M. Martin
Matthew
M. Martin
|
|
Vice
President and Chief Accounting Officer
(Principal
Accounting Officer)
|
|
|
Exhibit No.
|
|
Description
|
Reference
|
|
5.1
|
Opinion
of Hogan & Hartson L.L.P. as to the legality of the securities being
registered.
|
Filed
herewith
|
|
|
23.1
|
Consent
of Hogan & Hartson L.L.P.
|
Included
in Exhibit 5.1
|
|
|
23.2
|
Consent
of Ernst & Young LLP.
|
Filed
herewith
|
|
|
24.1
|
Powers
of Attorney.
|
Included
on signature page
|
|
|
99.1
|
American
Community Properties Trust Employees’ Share Incentive Plan.
|
Exhibit
10.5 to form S-4
|
|
|
99.2
|
American
Community Properties Trust Trustees’ Share Incentive Plan.
|
Exhibit
10.5 to form S-4
|