As filed with the Securities and Exchange Commission on
April 17, 2008
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
FOR REGISTRATION UNDER
THE SECURITIES ACT OF 1933
OF CERTAIN REAL ESTATE COMPANIES
American Campus Communities, Inc.
(Exact Name of Registrant as Specified in Its Governing Instruments)
805 Las Cimas Parkway, Suite 400
Austin,
TX 78746
(
512) 732-1000
(Address, Including Zip Code and Telephone Number, Including Area Code,
of Registrant’s Principal Executive Offices)
William C. Bayless, Jr.
President and Chief Executive Officer
805 Las Cimas Parkway, Suite 400
Austin,
TX 78746
(
512) 732-1000
(Name, Address, Including Zip Code and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
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Bryan L. Goolsby
Toni Weinstein
Locke Lord Bissell & Liddell LLP
2200 Ross Avenue, Suite 2200
Dallas, TX 75201
Telephone: (214) 740-8000
Facsimile: (214) 740-8800
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Edward F. Petrosky
J. Gerard Cummins
Sidley Austin LLP
787 Seventh Avenue
New York, NY 10019
Telephone: (212) 839-5300
Facsimile: (212) 839-5599 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this
Registration Statement becomes effective.
If the only securities being registered on this form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box. o
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. o
If this form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement of the same offering.
ý Registration No.
333-129131
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. o
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. o
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. o
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):
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Large Accelerated filer ý
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Accelerated filer o |
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum |
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Title of Each Class of |
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Aggregate Offering |
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Amount of |
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Securities To Be Registered |
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Price (1) |
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Registration Fee |
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Common Stock, par value $.01 per share |
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$5,000,000 |
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$197 |
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Estimated pursuant to Rule 457(o) of the Securities Act of 1933, as amended. Includes shares
that the underwriters have the option to purchase from us to cover over-allotments, if any. |
This Registration Statement shall become effective upon filing with the Securities and Exchange
Commission in accordance with Rule 462(b) under the Securities Act of 1933.
EXPLANATORY NOTE
This registration statement is being filed pursuant to Rule 462(b) and General Instruction IV
of Form S-3, both as promulgated under the Securities Act of 1933, as amended, and includes the
registration statement facing page, this page, the signature page, an
exhibit index and the
required opinion and consents. The contents of the Registration Statement on Form S-3
(Registration No.
333-129131), including the exhibits thereto, which was declared effective by the
Securities and Exchange Commission on
October 27, 2005, are
incorporated by reference in this
registration statement.
CERTIFICATION
The Company hereby certifies to the Commission that (i) it has instructed its bank to pay the
filing fee set forth on the cover page of this Registration Statement by a wire transfer of such
amount to the Commission’s account at U.S. Bank of St. Louis, Missouri as soon as practicable (but
no later than the close of business on
April 18, 2008), (ii) it will not revoke such instructions,
(iii) it has sufficient funds in the relevant account to cover the amount of such filing fee, and
(iv) it will confirm receipt of such instructions by its bank during regular business hours no
later than
April 18, 2008.
