Maryland	42-1241468
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification number)

 

 

 

 

 

 

 

 

 

	Large accelerated filer  ¨		Accelerated filer  ý
	Non-accelerated filer  ¨ (Do not check if a smaller reporting company)		Smaller reporting company  ¨

 

Title of Class of Securities to be Registered	Amount to be Registered		Proposed Maximum Offering Price Per Unit (1)	Proposed Maximum Aggregate Offering Price (1)	Amount of Registration Fee
Common Stock, $.06 par value per share		5,000,000	$6.61/unit	$33,050,000	$2,356.47

(1)

Estimated solely for the purpose of computing the registration fee and calculated pursuant to Rule 457(c) by multiplying the number of shares to be registered by the average of the high and low prices of a share of Common Stock as reported on the New York Stock Exchange on February 3, 2010, which was $6.61.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1.

Cedar’s Annual Report on Form 10-K for the year ended December 31, 2008.

 

2.

Cedar’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2009, June 30, 2009, and September 30, 2009.

 

3.

Current Reports on Form 8-K filed April 20, 2009, June 11, 2009, August 26, 2009, September 16, 2009, September 22, 2009, October 30, 2009, November 2, 2009 and November 16, 2009.

 

4.

The description of Cedar’s common stock which is contained in Item 1 of our registration statement on Form 8-A, as amended, filed October 1, 2003 pursuant to Section 12 of the Exchange Act.

 

5.

The information contained in the section “Investment Policies and Policies With Respect to Certain Activities” contained in the Registration Statement on Form S-11 filed on August 20, 2003, as amended, SEC File Number: 333-108091.

 

Investor Relations Cedar Shopping Centers, Inc. 44 South Bayles Avenue Port Washington, NY  11050-3765 (516) 767-6492 http://www.cedarshoppingcenters.com

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

a.

If “Full Dividend Reinvestment” is selected, the Plan Administrator will reinvest the cash dividends payable on all shares held in the Participant’s Plan account and on all shares of the Company’s common stock registered in the Participant’s name.  In addition, the Plan Administrator will invest in the Company’s common stock all of the cash dividends on all shares subsequently registered in the Participant’s Plan account, as well as any optional cash payments the Participant submits.

 

b.

If “Partial Dividend Reinvestment” is selected, the Plan Administrator will send a check representing the cash dividends payable on a specified number of shares held by the Participant and registered in the Participant’s name to the Participant as is designated in the appropriate space on the Enrollment Application.  In addition, the Plan Administrator will invest the dividends on the remaining shares in accordance with the Plan, as well as any optional cash payments the Participant submits.

 

c.

If “Cash Payments Only (No Dividend Reinvestment)” is selected, the Plan Administrator will not invest any portion of the cash dividends due the Participant on shares held in the Participant’s Plan account or registered in the Participant’s name.  The Plan Administrator will, however, invest any optional cash payments the Participant submits.

 

 

 

 

 

 

 

	Transaction Fees
	Dividend Reinvestment Fee	Paid by the Company
	Optional Cash Reinvestment Fee	Paid by the Company
	Sale/Termination Fee	$15.00 per transaction
	Commissions on Sales	$0.10 per share
	Commissions on Open-Market Purchases	$0.10 per share
	Deposit of Certificate Fee	$7.50 per transaction
	Returned Check Fee	$25.00 per check

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

a.

In general, a distribution on shares of the Company’s common stock will be treated for federal income tax purposes as a distribution received by the Participant notwithstanding that it is used to purchase additional shares of the Company’s common stock pursuant to the Plan.  The treatment of distributions received will be as follows: (i) Participants purchasing additional shares of the Company’s common stock through the reinvestment of distributions will be treated as having received a distribution equal to the number of such additional shares multiplied by the average of the high and low prices of the Company’s common stock on the New York Stock Exchange on the date of the distribution notwithstanding that such shares may have been purchased from the Company out of its authorized but unissued shares of its common stock at a discounted rate equal to 98% of such average price and (ii) Participants purchasing additional shares of the Company’s common stock through optional cash payments may be treated as having received a distribution equal to the excess, if any, of (A) the number of such additional shares multiplied by the average of the high and low prices of the Company’s common stock on the New York Stock Exchange on

 

 

b.

A Participant’s tax basis in shares of the Company’s common stock acquired under the Plan will be equal to (i) the amount treated as a dividend for federal income tax purposes in the case where additional shares of the Company’s common stock are acquired through the reinvestment of dividends and (ii) the sum of the price paid for such shares, including Brokerage Fees, and the amount, if any, treated as a dividend for federal income tax purposes where additional shares of the Company’s common stock are acquired by existing Participants through optional cash payments.  Participants who are not existing shareholders and who make an initial acquisition of shares of the Company’s common stock through optional cash payments should have a tax basis in such shares equal to the price paid for such shares, including Brokerage Fees, included in income of the Participant.  The Participant’s holding period for shares of the Company’s common stock acquired under the Plan will commence on the day after the investment date.

 

c.

A Participant will not realize any taxable income upon the receipt of a certificate for full shares credited to the Participant’s Plan account.  A Participant will recognize gain or loss when a fractional share interest is liquidated or when the Participant sells or exchanges shares.  Such gain or loss will equal the difference between the amount which the Participant receives for such fractional share interest or such shares and the tax basis therefor.

 

d.

Dividend distributions with respect to common stock that are not capital gains dividends will generally be taxable as ordinary income to the extent made out of the Company’s current or accumulated earnings and profits.  Currently, the highest marginal individual tax rate on ordinary income is 35%, but this rate is scheduled to increase after 2010.  A lower 15% tax rate for “qualified dividend income” (currently in effect through 2010 under current law) will apply to dividend distributions made to non-corporate shareholders out of the Company’s current or accumulated earnings and profits (1) attributable to certain dividends received by the Company from taxable corporations and (2) to the extent attributable to income upon which the Company has paid corporate income tax.  In general, to qualify for the reduced rate on qualified dividend income, a shareholder must hold the Company’s stock for more than 60 days during the 121-day period beginning on the date that is 60 days before the date on which the Company’s stock becomes ex-dividend.  Distributions to corporate shareholders, including amounts deemed distributed to corporate Participants under (a) above, will not be eligible for the corporate dividends-received deduction under the Code.  Distributions in excess of Company’s current or accumulated earnings and profits would first reduce the tax basis of the common stock to which the dividend is attributable to the extent of that tax basis, and any excess over such tax basis would be treated as a gain from the disposition of such stock.

 

e.

In the event that the Company designates a part or the entire amount distributed as a capital gain dividend, the amount so designated should be treated by shareholders as long-term capital gain to the extent that such amount does not exceed the Company’s actual net capital gain for the taxable year.  However, if a shareholder has a capital gain dividend but disposes of all or part of his or her Company’s shares before holding them for six months, any loss on the sale or exchange of those shares is characterized as long-term capital loss, to the extent of the long-term capital gain from the capital gain dividend.  Long-term capital gains are generally taxable at maximum U.S. federal rate of 15% (through 2010) in the case of U.S. shareholders who are individuals, and 35% in the case of U.S. shareholders who are corporations.  Capital gains dividends attributable to the sale of depreciable real property held for more than 12 months are subject to a 25% U.S. federal income tax rate for U.S. shareholders who are individuals, to the extent of previously claimed depreciation deduction.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

	Securities and Exchange Commission registration fee	$2,356.47
	Printing and engraving expenses	$10,000.00
	Legal fees and expenses	$25,000.00
	Accounting fees and expenses	$10,000.00
	Blue Sky fees and expenses	$1,000.00
	Miscellaneous expenses.	$1,643.53
	Total	$50,000.00

 

 

 

5	—	Opinion of Stroock & Stroock & Lavan LLP as to the legality of the common stock registered hereunder.
23.1	—	Consent of Stroock & Stroock & Lavan LLP (included in Exhibit 5).
23.2	—	Consent of Ernst & Young LLP.
24	—	Power of Attorney (included on Page II-4).

 

(a)

The undersigned Registrant hereby undertakes:

 

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement;

 

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

 

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

 

Provided, however, that subparagraphs (i), (ii) and (iii) above shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in the periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement, or is contained in a prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

 

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(4)

That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

 

(i)

Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

 

(ii)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus.  As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.  Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

 

(5)

That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

(i)

Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

 

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

 

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

 

(iv)

Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

 

(b)

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  If a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

 

 

CEDAR SHOPPING CENTERS, INC.
By:	/s/ Leo S. Ullman
	Leo S. Ullman Chairman of the Board

 

 

 

Signature	Title	Date
/s/ Leo S. Ullman                                                  Leo S. Ullman	Chief Executive Officer (Principal Executive Officer), Chairman of the Board	February 5, 2010
/s/ Lawrence E. Kreider, Jr.                               Lawrence E. Kreider, Jr.	Chief Financial Officer (Principal Financial Officer)	February 5, 2010
/s/ Gaspare J. Saitta, II           Gaspare J. Saitta, II	Chief Accounting Officer (Principal Accounting Officer)	February 5, 2010
/s/ James J. Burns                                             James J. Burns	Director	February 5, 2010
/s/ Rags Davloor                                              Rags Davloor	Director	February 5, 2010
Richard Homburg	Director	February __, 2010
/s/ Pamela N. Hootkin                                     Pamela N. Hootkin	Director	February 5, 2010
/s/ Everett B. Miller                                         Everett B. Miller, III	Director	February 5, 2010
/s/ Roger M. Widmann                                 Roger M. Widmann	Director	February 5, 2010

 

 

Exhibits		Description	Page
5	—	Opinion of Stroock & Stroock & Lavan LLP as to the legality of the common stock registered hereunder.
23.1	—	Consent of Stroock & Stroock & Lavan LLP (included in Exhibit 5).
23.2	—	Consent of Ernst & Young LLP.
24	—	Power of Attorney (included on Page II-4).