12/18/2025 | Press release | Distributed by Public on 12/18/2025 15:08
As filed with the Securities and Exchange Commission on December 18, 2025
Registration No. 333-231319
Registration No. 333-181442
Registration No. 333-162453
Registration No. 333-155910
Registration No. 333-147270
Registration No. 333-117069
Registration No. 333-108681
Registration No. 333-85691
Registration No. 333-76537
Registration No. 333-33819
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Post-Effective Amendment No. 1
to
Form S-8 Registration Statement No. 333-231319
Form S-8 Registration Statement No. 333-181442
Form S-8 Registration Statement No. 333-162453
Form S-8 Registration Statement No. 333-155910
Form S-8 Registration Statement No. 333-147270
Form S-8 Registration Statement No. 333-117069
Form S-8 Registration Statement No. 333-108681
Form S-8 Registration Statement No. 333-85691
Form S-8 Registration Statement No. 333-76537
Form S-8 Registration Statement No. 333-33819
UNDER
THE SECURITIES ACT OF 1933
SITE Centers Corp.
(Exact name of registrant as specified in its charter)
| Ohio | 34-1723097 | |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
|
|
3300 Enterprise Parkway Beachwood, Ohio |
44122 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
SITE Centers Corp. 2019 Equity and Incentive Compensation Plan
2012 Equity and Incentive Compensation Plan
Amended and Restated 2008 Developers Diversified Realty Corporation Equity-Based Award Plan
(Amended and Restated as of June 25, 2009)
2008 Developers Diversified Realty Corporation Equity-Based Award Plan
2005 Directors' Deferred Compensation Plan (November 1, 2007 Restatement) and Directors' Deferred
Compensation Plan (as Amended and Restated on November 8, 2000), as amended
2004 Developers Diversified Realty Corporation Equity-Based Award Plan
2002 Developers Diversified Realty Corporation Equity-Based Award Plan, Share Option Grants Outside of
a Plan and Restricted Share Grants Outside of a Plan
Developers Diversified Realty Corporation Profit Sharing Plan and Trust
Amended and Restated 1998 Developers Diversified Realty Corporation Equity-Based Award Plan
Developers Diversified Realty Corporation 1992 Employees' Share Option Plan and Developers Diversified
Realty Corporation Equity-Based Award Plan
(Full title of the plans)
Aaron M. Kitlowski
Executive Vice President, General Counsel and Secretary
SITE Centers Corp.
3300 Enterprise Parkway
Beachwood, Ohio 44122
(Name and address of agent for service)
(216) 755-5500
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
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. ☐
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
SITE Centers Corp., an Ohio corporation (the "Company" or the "Registrant"), is filing these post-effective amendments (these "Post-Effective Amendments") to the following registration statements on Form S-8 (each, a "Registration Statement," and collectively, the "Registration Statements") which have been previously filed with the Securities and Exchange Commission (the "SEC"), to deregister any and all common shares, $0.10 par value per share, of the Company ("Common Shares"), plus any other securities, registered but unsold or otherwise unissued under each such Registration Statement as of the date hereof:
| Registration Statement No. | Plan (each, a "Plan," and collectively, the "Plans") | |
| 333-231319 | SITE Centers Corp. 2019 Equity and Incentive Compensation Plan | |
| 333-181442 | 2012 Equity and Incentive Compensation Plan | |
| 333-162453 | Amended and Restated 2008 Developers Diversified Realty Corporation Equity-Based Award Plan (Amended and Restated as of June 25, 2009) | |
| 333-155910 | 2008 Developers Diversified Realty Corporation Equity-Based Award Plan | |
| 333-147270 |
2005 Directors' Deferred Compensation Plan (November 1, 2007 Restatement) Directors' Deferred Compensation Plan (as Amended and Restated on November 8, 2000), as amended |
|
| 333-117069 | 2004 Developers Diversified Realty Corporation Equity-Based Award Plan | |
| 333-108681 |
2002 Developers Diversified Realty Corporation Equity-Based Award Plan Share Option Grants Outside of a Plan Restricted Share Grants Outside of a Plan |
|
| 333-85691 | Amended and Restated Developers Diversified Realty Corporation Profit Sharing Plan and Trust | |
| 333-76537 | 1998 Developers Diversified Realty Corporation Equity-Based Award Plan | |
| 333-33819 |
Developers Diversified Realty Corporation 1992 Employees' Share Option Plan Developers Diversified Realty Corporation Equity-Based Award Plan |
|
The Company has terminated all offerings of Common Shares pursuant to the Plans registered on the foregoing Registration Statements. As a result, in accordance with the undertakings contained in the Registration Statements pursuant to Item 512 of Regulation S-K, the Company deregisters all Common Shares and associated Plan interests, plus any other securities, registered pursuant to the Registration Statements that have not been issued or delivered under the Plans.
The Post-Effective Amendments shall become effective upon filing with the SEC pursuant to Rule 464 under the Securities Act of 1933, as amended.
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 of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to the Registration Statements described above to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beachwood, State of Ohio, on December 18, 2025.
| SITE CENTERS CORP. | ||
| By: |
/s/ Aaron M. Kitlowski |
|
| Name: | Aaron M. Kitlowski | |
| Title: | Executive Vice President, General Counsel and Secretary | |
No other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 of the Securities Act of 1933.