As filed with the Securities and Exchange Commission on June 25, 2020
Registration No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
REGENCY
CENTERS CORPORATION
(Exact name of registrant as specified in its charter)
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Florida
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One Independent Drive, Suite 114
Jacksonville, Florida 32202
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59-3191743
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(State or other jurisdiction of
incorporation or organization)
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(Address of Principal Executive Offices)
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(I.R.S. Employer
Identification No.)
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Regency Centers 401(k) Profit Sharing Plan
(Full title of the plan)
Michael R. Herman, Esq.
Senior Vice President, General Counsel
One Independent Drive, Suite 114
Jacksonville, Florida 32202
(904) 598-7000
(Name, address and telephone number of agent for service)
Copy to:
Michael B. Kirwan, Esq.
Foley & Lardner LLP
One Independent Drive, Suite 1300
Jacksonville, Florida 32202
(904) 359-2000
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 definitions of large accelerated filer, accelerated filer, smaller reporting company,
and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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. ☐
CALCULATION
OF REGISTRATION FEE
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Title of securities
to be registered
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Amount to be
registered (1)
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Proposed
maximum offering
price per share (2)
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Proposed
maximum aggregate
offering price (2)
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Amount of
registration fee
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Common Stock, par value $0.01 per share
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1,000,000
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$46.02
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$46,020,000
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$5,974
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this
Registration Statement also covers additional shares of Common Stock that may become issuable under the above-named plan as a result of stock dividends, stock splits, anti-dilution provisions or any other similar events.
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(2)
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Determined on the basis of the average of the high and low sale price of Common Stock as reported on The Nasdaq
Stock Market on June 19, 2020 of $46.02, solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) under the Securities Act.
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