Approximate date of commencement of proposed sale to public: This post-effective amendment de-registers all of the securities that remain unsold under the registration statement as of the date hereof.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ý
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. ¨
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, 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:
Large
accelerated filer ¨ Accelerated filer ¨
Non-accelerated filer ý (Do not check if smaller reporting company) Smaller Reporting Company ¨
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Explanatory note: This registration statement (reg. no. 333-146341) for the issuer’s primary offering and dividend reinvestment plan offering was first declared effective by the Staff on April 22, 2008. On March
22, 2011, the issuer filed post-effective amendment no. 13 to de-register the unsold shares in the primary offering. This post-effective amendment no. 15 to Form S-11 on Form S-3 amends the issuer’s registration statement to de-register the unsold shares in the issuer’s dividend reinvestment plan offering.
DEREGISTRATION OF SHARES
In accordance with the undertaking of KBS Real Estate Investment Trust II, Inc. (the “Company”) set forth in its registration statement (File No. 333-146341) (the “Registration Statement”), the
Company is filing this Post-Effective Amendment No. 15 to Form S-11 on Form S-3 Registration Statement to de-register the 49,096,496 unsold shares of its common stock registered pursuant to the Company’s dividend reinvestment plan. Pursuant to the Registration Statement, the Company registered 200,000,000 shares of common stock for its primary offering and 80,000,000 shares of common stock for its dividend reinvestment plan offering. On March 22, 2011, the Company filed Post-Effective Amendment no. 13 to the Registration Statement to de-register the unsold shares in its primary offering, which was initially declared effective on April
22, 2008. The Company’s dividend reinvestment plan terminated effective May 29, 2014. By filing this Post-Effective Amendment No. 15 to the Registration Statement, the Company hereby de-registers the remaining unsold shares under this Registration Statement.
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‑3 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 Newport Beach, State of California, on September 11, 2014.
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:
