POS EX 1 kbssorpeano8.htm POST-EFFECTIVE AMENDMENT NO. 8 TO FORM S-11 KBS SOR PEA no.8 (POS-Ex related to Supp no.19)


As filed with the Securities and Exchange Commission on March 15, 2012
Registration No. 333-156633

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________
 
POST-EFFECTIVE AMENDMENT NO. 8 TO
FORM S-11
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
______________________________________________________
KBS Strategic Opportunity REIT, Inc.
(Exact name of registrant as specified in its charter)
______________________________________________________
Maryland
6798
26-3842535
(State or other jurisdiction of
incorporation or organization)
 (Primary standard industrial
classification code number)
(I.R.S. employer
identification number)
______________________________________________________

620 Newport Center Drive, Suite 1300
Newport Beach, California 92660
(949) 417-6500
(Address, including zip code, and telephone number, including area code, of the registrant’s principal executive offices)
______________________________________________________

Keith D. Hall
Chief Executive Officer
KBS Strategic Opportunity REIT, Inc.
620 Newport Center Drive, Suite 1300
Newport Beach, California 92660
(949) 417-6500
(Name, address, including zip code, and telephone number, including area code, of agent for service)
______________________________________________________

Copies to:
Robert H. Bergdolt, Esq.
Carrie J. Hartley, Esq.
Christopher R. Stambaugh, Esq.
DLA Piper LLP (US)
4141 Parklake Avenue, Suite 300
Raleigh, North Carolina 27612-2350
(919) 786-2000
______________________________________________________

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



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, check the following box. x
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. x Registration No. 333-156633
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
 
¨
  
Smaller reporting company
  
x
(Do not check if smaller reporting company)
______________________________________________________

Explanatory Note
This Post-Effective Amendment No. 8 to the Registration Statement on Form S-11 (No. 333-156633) is filed pursuant to Rule 462(d) solely to add certain exhibits not previously filed with respect to such Registration Statement.






PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

Item 36. Financial Statements and Exhibits
(b)    Exhibits. The following exhibit is filed as part of this registration statement:
Ex.
 
Description
23.3

 
Consent of Ernst & Young LLP


II-1



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 of 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 Newport Beach, State of California, on March 14, 2012.
 
 
KBS STRATEGIC OPPORTUNITY REIT, INC.

 
 
 
 
 
 
 
 
By:  
/s/ Keith D. Hall
 
 
Keith D. Hall
 
 
Chief Executive Officer and Director

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/ KEITH D. HALL
 
Chief Executive Officer and Director
 
March 14, 2012
 
Keith D. Hall
 
 
 
 
 
*
 
Chairman of the Board, President and Director
 
March 14, 2012
 
Peter McMillian III
 
 
 
 
 
*
 
Chief Financial Officer
 
March 14, 2012
 
David E. Snyder
 
 
 
 
 
*
 
Chief Accounting Officer
 
March 14, 2012
 
Stacie K. Yamane
 
 
 
 
 
*
 
Director
 
March 14, 2012
 
Michael L. Meyer
 
 
 
 
 
*
 
Director
 
March 14, 2012
 
William M. Petak
 
 
 
 
 
*
 
Director
 
March 14, 2012
 
Eric J. Smith
 
 
 
 
 
 
 
 
 
 
*By:
/s/ KEITH D. HALL
 
 
 
March 14, 2012
 
Keith D. Hall
Attorney-In-Fact