As Filed with the Securities and Exchange Commission on October 9, 1997
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
ARDEN REALTY, INC.
(Exact name of Registrant as specified in its charter)
Maryland 95-4578533
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9100 Wilshire Boulevard
East Tower, Suite 700
Beverly Hills, California 90212
(Address of Principal Executive Offices including Zip Code)
1996 STOCK OPTION AND INCENTIVE PLAN
OF ARDEN REALTY, INC.
AND ARDEN REALTY LIMITED PARTNERSHIP
(Full title of the plan)
RICHARD S. ZIMAN Copy to:
9100 Wilshire Boulevard WILLIAM J. CERNIUS, ESQ.
East Tower, Suite 700 MARK W. SENECA, ESQ.
Beverly Hills, California 90212 LATHAM & WATKINS
650 Town Center Drive,
(310) 271-8600 Twentieth Floor
Costa Mesa, California 92626
(714) 540-1235
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Securities Amount Proposed Proposed Amount of
to be Registered to be Maximum Maximum Registration
Registered Offering Aggregate Fee
Price Offering
Per Share Price (1)
Common stock, $.01 per (1)
value per share 1,486,667 $24.84 $36,932,327 $11,192
(1)Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h). The Proposed
Maximum Aggregate Offering Price is the sum of (i) the
product of the number of options previously granted (910,000)
and the weighted average of the exercise prices of the
options previously granted ($20.465), and (ii) the product of
the remaining options available for future grants under the
Plan (576,667) and the average of the high and low prices of
the Common Stock as reported on the New York Stock Exchange
on October 6, 1997 ($31.75 per share).
Proposed sale to take place as soon after the effective date of
the Registration
Statement as options granted under the 1996 Stock Option and Inc
entive Plan are exercised.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form S-8 is not being
filed with or included in this Form S-8 (by incorporation by
reference or otherwise) in accordance with the rules and
regulations of the Securities and Exchange Commission (the
"Commission").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Commission are
incorporated herein by reference:
(a) Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, filed by Arden Realty, Inc. (the "Company")
with the Commission;
(b) Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1997, filed by the Company with the Commission;
(c) Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1997, filed by the Company with the Commission;
(d) Current Report on Form 8-K and related Form 8-K/A,
filed by the Company with the Commission on January 8, 1997 and February
28, 1997, respectively;
(e) Current Report on Form 8-K and related Form 8-K/A,
filed by the Company with the Commission on May 22, 1997
and July 8, 1997, respectively;
(f) Current Report on Form 8-K and related Form 8-K/A, filed by
the Company with the Commission on July 10, 1997;
(g) Current Report on Form 8-K and related Form 8-K/A,
filed by the Company with the Commission on August 14, 1997; and
(h) The description of the Company's Common Stock contained
in the Registration Statement on Form S-11 filed on July 16,
1996, including any subsequently filed amendments and reports
updating such description.
All documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), after the date of this Registration
Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration
Statement and to be a part of it from the respective dates of
filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
The consolidated financial statements of Arden Realty,
Inc. and the combined financial statements of the Arden Predecessors
appearing in Arden Realty Inc.'s Annual Report (Form 10-K) for the
year ended December 31, 1996 have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference. Such
consolidated and combined financial statements are incorporated herein
by reference in reliance upon such report given upon the authority
of such firm as experts in accounting and auditing.
Item 6. Indemnification of Directors and Officers
The Maryland General Corporation Law ("MGCL") permits a
Maryland corporation to include in its charter a provision
limiting the liability of its directors and officers to the
corporation and its stockholders for money damages except for
liability resulting from (a) actual receipt of an improper benefit
or profit in money, property or services or (b) active and
deliberate dishonesty established by a final judgment as being
material to the cause of action. The charter of the Company (the
"Charter") contains such a provision which eliminates such
liability to the maximum extent permitted by Maryland law.
The Charter of the Company authorizes it, to the maximum
extent permitted by Maryland law, to obligate itself to indemnity
and to pay or reimburse reasonable expenses in advance of final
disposition of a proceeding to (a) any present or former director
or officer or (b) any individual who, while a director of the
Company and at the request of the Company, serves or has served
another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise from and against any claim or
liability to which such person may incur by reason of his status
as a present or former stockholder, director or officer of the
Company. The bylaws of the Company (the "Bylaws") obligate it,
to the maximum extent permitted by Maryland law, to indemnify and
to pay or reimburse reasonable expenses in advance of final
disposition of a proceeding to (a) any present or former director
or officer who is made a party to the proceeding by reason of his
service in that capacity or (b) any individual who, while a
director of the Company and at the request of the Company, serves
or has served another corporation, partnership, joint venture,
trust, employee benefit plan or any other enterprise as a
director, officer, partner or trustee of such corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise and who is made a party to the proceeding by reason of
his service in that capacity against any claim or liability to
which he may become subject by reason of such service. The
Charter and Bylaws also permit the Company to indemnify and
advance expenses to any person who served a predecessor of the
Company in any of the capacities described above and to any
employee or agent of the Company or a predecessor of the Company.
The MGCL requires a corporation (unless its charter provides
otherwise, which the Company's Charter does not) to indemnify a
director or officer who has been successful, on the merits or
otherwise, in the defense of any proceeding to which he is made a
party by reason of his services in that capacity. The MGCL
permits a corporation to indemnify its present and former
directors and officers, among others, against judgments,
penalties, fines, settlements and reasonable expenses actually
incurred by them in connection with any proceeding to which they
may be made a party by reason of their service in those or other
capacities unless it is established that (a) the act or omission
of the director or officer was material to the matter giving rise
to the proceeding and (i) was committed in bad faith or (ii) was
the result of active and deliberate dishonesty, (b) the director
or officer actually received an improper personal benefit in
money, property or services or (c) in the case of any criminal
proceeding, the director or officer had reasonable cause to
believe that the act or omission was unlawful. However, a
Maryland corporation may not indemnify for an adverse judgment in
a suit by or in the right of the corporation. In addition, the
MGCL requires the Company, as a condition to advancing expenses,
to obtain (a) a written affirmation by the director or officer of
his good faith belief that he has met the standard of conduct
necessary for indemnification by the Company as authorized by the
Bylaws and (b) a written statement by or on his behalf to repay
the amount paid or reimbursed by the Company if it shall
ultimately be determined that the standard of conduct was not
met.
The inclusion of the above provisions in the Charter and
Bylaws may have the effect of reducing the likelihood of
shareholder derivative suits against directors and may discourage
or deter shareholders or management from bringing a lawsuit
against directors for breach of their duty of care, even though
such an action, if successful, might otherwise have benefitted
the Company and its shareholders.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. Exhibits
See Index to Exhibits on page 6.
Item 9. Undertakings
(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 this
Registration Statement:
(i) to include any prospectus required
by Section 10(a)(3) of the Securities Act of 1933, as
amended (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;
and
(iii) to include any material information
with respect to the plan of distribution not previously
disclosed in this Registration Statement or any
material change to such information in this
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to
be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by
the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference
in 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 termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or
Section 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 this 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 Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that 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.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
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
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Los Angeles, State of California,
on October 9, 1997.
ARDEN REALTY, INC.,
a Maryland corporation
By: /s/ Richard S. Ziman
Richard S. Ziman
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Richard S. Ziman and Diana M. Laing as his attorneys-in-fact and agents,
with full power of substitution and resubstitution for him in any and all
capacities, to sign any or all amendments or post-effective amendments to
this Registration Statement, and to file the same, with exhibits thereto
and other documents in connection therewith or in connection with the
registration of the Common Stock under the Securities Act with the
Commission, granting unto each of such attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing
requisite and necessary in connection with such matters and hereby
ratifying and confirming all that each of such attorneys-in-fact and agents
or his substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.
Signature Title Date
/s/ Richard S. Ziman Chairman of the Board, October 9, 1997
Richard S. Ziman Chief Executive Officer
and Director (Principal
Executive Officer)
/s/ Victor J. Coleman President, Chief October 9, 1997
Victor J. Coleman Operating Officer and
Director
/s/ Diana M. Laing Chief Financial Officer October 9, 1997
Diana M. Laing and Secretary (Principal
Financial and Accounting
Officer)
/s/ Carl D. Covitz Director October 9, 1997
Carl D. Covitz
/s/ Larry S. Flax Director October 9, 1997
Larry S. Flax
/s/ Steven C. Good Director October 9, 1997
Steven C. Good
/s/ Kenneth B. Roath Director October 9, 1997
Kenneth B. Roath
INDEX TO EXHIBITS
EXHIBIT PAGE
4.1 Articles of Amendment and Restatement of Arden N/A
Realty, Inc. (incorporated by reference to
Exhibit 3.1 to the Company's Registration
Statement on Form S-11 dated July 16, 1996)
4.2 Amended and Restated Bylaws of Arden Realty, N/A
Inc. (incorporated by reference to Exhibit 3.2
to the Company's Registration Statement on
Form S-11 dated July 16, 1996)
5.1 Opinion of Latham & Watkins 7
10.1 The 1996 Stock Option and Incentive Plan of N/A
Arden Realty, Inc. and Arden Realty Limited
Partnership (incorporated by reference to
Exhibit 10.2 to the Company's Registration
Statement on Form S-11 dated July 16, 1996)
23.1 Consent of Latham & Watkins (included in --
Exhibit 5.1)
23.2 Consent of Ernst & Young LLP 9
24.1 Power of Attorney (included on the signature --
page to this Registration Statement)
October 9, 1997
Board of Directors
Arden Realty, Inc.
9100 Wilshire Boulevard
East Tower, Suite 700
Beverly Hills, California 90212
Re: Registration Statement on Form S-8
Gentlemen:
At your request we have examined the Registration
Statement on Form S-8 (the "Registration Statement") to be filed
by you with the Securities and Exchange Commission in connection
with the registration under the Securities Act of 1933, as
amended, of 1,486,667 shares (the "Shares") of common stock, $.01
par value per share, of Arden Realty, Inc. (the "Company"), none of
which are issued and outstanding as of the date hereof, but which are
issuable upon exercise of options previously granted and other
awards, including options, to be granted in the future under the
1996 Stock Option and Incentive Plan of Arden Realty, Inc. and
Arden Realty Limited Partnership (the "Plan").
We have examined such matters of fact and questions of
law as we have considered appropriate for purposes of rendering
the opinions expressed below.
We are opining herein as to the effect on the subject
transaction of only the Maryland General Corporation Law and we
assume no responsibility as to the application to the subject
transaction, or the effect thereon, of any other laws, of the
laws of any other jurisdiction or as to any matters of municipal
law or the laws of any other local agencies within any other
state.
Subject to the foregoing and in reliance thereon, we
are of the opinion that, upon the exercise of options and other
awards granted pursuant to the Plan and the issuance and sale of
the Shares, each in the manner contemplated by the Registration
Statement and the Summary of the Plan dated October 9, 1997 and
each in accordance with the terms of the Plan, and subject to the
Company completing all action and proceedings required on its
part to be taken prior to the issuance of the Shares pursuant to
the terms of the Plan and the Registration Statement, including,
without limitation, collection of required payment for the
Shares, the Shares will be legally and validly issued, fully paid
and nonassessable securities of the Company.
We consent to your filing this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/s/ Latham & Watkins
Consent of Independent Auditors
We consent to the reference to our firm under the caption
"Interests of Named Experts and Counsel" in the Registration
Statement filed by Arden Realty, Inc. on Form S-8 dated October
9, 1997 pertaining to the 1996 Stock Option and Incentive Plan of
Arden Realty, Inc. and Arden Realty Limited Partnership and to
the incorporation by reference therein of our report dated
January 31, 1997, with respect to the consolidated financial
statements and schedule of Arden Realty, Inc. and the combined
financial statements of the Arden Predecessors included in the
Annual Report (Form 10-K) of Arden Realty, Inc. for the year ended
December 31, 1996, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Los Angeles, California
October 8, 1997
