As filed with the Securities and Exchange Commission on September __, 2000
Registration No. 333-34541
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST-EFFECTIVE AMENDMENT NO. 3
To
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Pacific Gateway Properties, Inc.
(Exact name of registrant as specified in its charter)
Maryland 04-2816560
(State of Incorporation) (I.R.S. Employer Identification No.)
930 Montgomery Street, Suite 400
San Francisco, California 94133
(415) 398-4800
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
PACIFIC GATEWAY PROPERTIES, INC. INCENTIVE STOCK OPTION PLAN
PACIFIC GATEWAY PROPERTIES, INC. 1996 STOCK OPTION PLAN
DOUGLAS H. WOLF
930 Montgomery Street, Suite 400
San Francisco, California 94133
(415) 398-4800
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
EMERY D. MITCHELL, ESQ. STEPHANIE TSACOUMIS, ESQ.
Shearman & Sterling Gibson, Dunn & Crutcher LLP
555 California Street, Suite 2000 1050 Connecticut Avenue, N.W.
San Francisco, California 94104 Washington, D.C. 20036
(415) 616-1216 (202) 955-8500
<PAGE>
This Post-Effective Amendment No. 3 to this Registration Statement on
Form S-8 hereby deregisters in accordance with the undertakings of the Company
given pursuant to Item 9 of the Registration Statement and Item 512(a)(3) of
Regulation S-K all securities registered pursuant to the Registration Statement
remaining unsold. Upon its effectiveness, the Registration Statement covered
257,350 shares of Common Stock of the Company and such indeterminate number of
shares of Common Stock which may have been subject to grant or otherwise
issuable after the operation of the provisions of the Company's Incentive Stock
Option Plan and the 1996 Stock Option Plan (together, the "Plans") governing
certain adjustments. As a result of the consummation on August 31, 2000, of the
Company's merger with PGP Acquisition, Inc., pursuant to which the Company
became a wholly-owned subsidiary of Mission Orchard Statutory Trust, the Company
has no intention of issuing any additional shares under any of the Plans and has
terminated any offering of securities pursuant to the Plans. (Capitalized terms
not otherwise defined in this Post-Effective Amendment No. 3 shall have the
meanings ascribed to them in the Registration Statement.)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 this Post-Effective
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of San Francisco, State of
California on September 1, 2000.
PACIFIC GATEWAY PROPERTIES, INC.
By: /s/ Douglas H. Wolf
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Douglas H. Wolf
President & Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
By: /s/ Douglas H. Wolf President and Chief Executive September 1, 2000
------------------------ Officer
Douglas H. Wolf
By: /s/ Howard B. Teig Chief Financial Officer and September 1, 2000
------------------------ Treasurer
Howard B. Teig
By: /s/ Tanya Young Vice President and Secretary September 1, 2000
------------------------
Tanya Young
By: /s/ Eric Sullivan Managing Director and General September 1, 2000
------------------------ Counsel
Eric Sullivan
</TABLE>
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