UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-A/A

 

Amendment No. 1

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

KENNEDY-WILSON HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

26-0508760

(State of incorporation or
organization)

 

(I.R.S. Employer Identification No.)

 

9701 Wilshire Blvd., Suite 700, Beverly Hills, CA  90210

(Address of principal executive offices)  (Zip Code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of Each Class
to be so Registered

 

Name of Each Exchange on Which
Each Class is to be Registered

 

 

 

Common Stock, par value $0.0001 per share

 

NYSE AMEX

 

 

 

Warrants, exercisable for Common Stock at an exercise
price of $12.50 per share

 

NYSE AMEX

 

 

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. x

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. o

 

Securities Act registration statement file number to which this form relates: 333-145110 (if applicable)

 

Securities to be registered pursuant to Section 12(g) of the Act:

 

 

NONE

 

 

(Title of Class)

 

 

 

 


 

ITEM 1.  DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED.

 

Kennedy-Wilson Holdings, Inc. (formerly Prospect Acquisition Corp.), a Delaware corporation (the “ Company ”) amends the Registration Statement on Form 8-A (File No. 001-33824) filed with the Securities and Exchange Commission on November 13, 2007. Prospect Acquisition Corp. (“ Prospect ”), KW Merger Sub Corp., a wholly-owned subsidiary of Prospect, and Kennedy-Wilson, Inc., a Delaware corporation (“ Kennedy-Wilson ”) entered an Agreement and Plan of Merger dated as of September 8, 2009, as amended on October 22, 2009 and October 26, 2009 (the “ Merger Agreement ”), whereby on November 13, 2009, KW Merger Sub Corp. merged with and into Kennedy-Wilson, with Kennedy-Wilson continuing as the surviving corporation and becoming a direct wholly-owned subsidiary of the Company.

 

By the terms of the Merger Agreement and the amendment to the warrant agreement that governs all Company warrants, at the Effective Time (as such term is defined in the Merger Agreement), the Company’s warrants were amended, as described in the section entitled “Description of Prospect Securities” in the proxy statement/prospectus included in Prospect’s Registration Statement on Form S-4 (File No. 333-162116), declared effective by the Securities and Exchange Commission on October 28, 2009, as amended from time to time (the “ Registration Statement ”), which is hereby incorporated by reference herein.  Any form of proxy statement/prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that are subsequently filed are hereby also incorporated by reference herein.

 

ITEM 2. EXHIBITS.

 

Exhibit No.

 

Description

3.1

 

Second Amended and Restated Certificate of Incorporation of Kennedy-Wilson Holdings, Inc. (incorporated by reference to Exhibit 3.3 to Amendment No. 5 to the pre-effective Registration Statement on Form S-4 (File No. 333-162116) of Prospect Acquisition Corp. filed on October 28, 2009).

3.2

 

Amended and Restated Bylaws of Prospect Acquisition Corp. (incorporated by reference to Exhibit 3.2 to Amendment No. 5 to the pre-effective Registration Statement on Form S-4 (File No. 333-162116) of Prospect Acquisition Corp. filed on October 28, 2009).

4.1

 

Form of Amendment No. 1 to Warrant Agreement between Continental Stock Transfer & Trust Company and Prospect Acquisition Corp. (incorporated by reference to Exhibit 4.5 to Amendment No. 5 to the pre-effective Registration Statement on Form S-4 (File No. 333-162116) of Prospect Acquisition Corp. filed on October 28, 2009).

4.2

 

Form of Amended and Restated Warrant Agreement between Continental Stock Transfer & Trust Company and Kennedy-Wilson Holdings, Inc. (incorporated by reference to Exhibit 4.6 to Amendment No. 5 to the pre-effective Registration Statement on Form S-4 (File No. 333-162116) of Prospect Acquisition Corp. filed on October 28, 2009).

4.3

 

Form of Specimen Warrant Certificate of Kennedy-Wilson Holdings, Inc. (incorporated by reference to Exhibit 4.7 to Amendment No. 5 to the pre-effective Registration Statement on Form S-4 (File No. 333-162116) of Prospect Acquisition Corp. filed on October 28, 2009).

4.4

 

Form of Specimen Common Stock Certificate of Kennedy-Wilson Holdings, Inc., filed herewith.

 

2


 

SIGNATURES

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

KENNEDY-WILSON HOLDINGS, INC.

 

 

 

 

 

By:

/s/ Freeman Lyle

 

 

Freeman Lyle

Date: November 13, 2009

 

Chief Financial Officer

 

3

 

KENNEDY-WILSON HOLDINGS, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 489398 10 7 This Certifies that SPECIMEN is the registered holder of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE COMMON STOCK OF KENNEDY-WILSON HOLDINGS, INC. transferable on the books of KENNEDY-WILSON HOLDINGS, INC. (the "Company") in person or by duly authorized attorney upon surrender of this certificate
properly endorsed. This Certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. Witness the seal of the Company and the tacsimine signatures of its duly authorized officers. Dated: Secretary Seal President Countersigned and Registered: CONTINENTAL STOCK TRANSFER & TRUST COMPANY (Jersey City, NJ) TRANSFER AGENT AND REGISTRAR AUTHORIZED OFFICER

 


 

Kennedy-Wilson Holdings, Inc. The Company will furnish without charge to each stockholder who so requests the powers, designations preferences and relative participating, optional or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the Second Amended and Restated Certificate of Incorporation and all amendments thereto and resolutions of the Board of Directors providing for the issue of shares of Preferred Stock (copies of which may be obtained from the secretary of the Company), to all of which the holder of this certificate by acceptance hereof assents. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT- Custodian (Cust)-(Minor) Under Uniform Gifts to m Act: (State) Additional Abbreviations may also be used though not in the above list. For value received, hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) Shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint Attorney to transfer said stock on the books of the within named Company with full power of substitution in the premises. Dated Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any chance whatever. Signature(s) Guaranteed: The signature(s) must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program, pursuant to S.E.C. Rule 17Ad-15).