As filed with the Securities and Exchange Commission on May 23, 2008

Registration No. 333-125643

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 8 TO

FORM S-11

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Wells Real Estate Investment Trust II, Inc.

(Exact name of registrant as specified in its charter)

 

 

6200 The Corners Parkway

Norcross, Georgia 30092

(770) 449-7800

(Address, including zip code, and telephone number, including area code, of the registrant’s principal executive offices)

Leo F. Wells, III

President

Wells Real Estate Investment Trust II, Inc.

6200 The Corners Parkway

Norcross, Georgia 30092

(770) 449-7800

(Name, address, including zip code and telephone number, including area code, of agent for service)

 

 

Copies to:

Robert H. Bergdolt, Esq.

DLA Piper US LLP

4141 Parklake Ave, Suite 300

Raleigh, North Carolina 27612-2350

(919) 786-2000

 

 

Approximate date of commencement of proposed sale to public: Sales under the Company’s registration statement are ongoing. This post-effective amendment is being filed pursuant to Rule 462(d) under the Securities Act and will be effective upon filing.

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, 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 number of the earlier effective registration statement for the same offering.    ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ¨ Registration No. 333-125643

If delivery of the prospectus is expected to be made pursuant to Rule 434, please 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 (Check One):

 

Large accelerated filer   ¨		Accelerated filer   ¨
Non-accelerated filer   x		Smaller Reporting Company   ¨
(Do not check if smaller reporting company)

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Explanatory Note

This Post-Effective Amendment No. 8 to the Registration Statement on Form S-11 (No. 333-125643) is filed pursuant to Rule 462(d) solely to add certain exhibits not previously filed with respect to such Registration Statement.

 

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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 36.

Financial Statements and Exhibits

 

(b)	The following exhibit is filed as part of this registration statement:

 

Ex.		Description
23.3		Consent of Frazier & Deeter, LLC

 

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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 the requirements for filing on Form S-11 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 Norcross, State of Georgia, on May 23, 2008.

 

 

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:

 

Name		Title		Date
/s/ Leo F. Wells, III Leo F. Wells, III		President and Director		May 23, 2008
/s/ Douglas P. Williams Douglas P. Williams		Executive Vice President and Director (Principal Financial and Accounting Officer)		May 23, 2008
* Charles R. Brown		Independent Director		May 23, 2008
* Richard W. Carpenter		Independent Director		May 23, 2008
* Bud Carter		Independent Director		May 23, 2008
* E. Nelson Mills		Independent Director		May 23, 2008
* Neil H. Strickland		Independent Director		May 23, 2008

 

*		/s/ Douglas P. Williams
		Douglas P. Williams Douglas P. Williams, as attorney-in-fact