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As Filed with the Securities and Exchange Commission on July 8, 1999
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ARDEN REALTY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARYLAND 95-04578533
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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11601 WILSHIRE BOULEVARD
4TH FLOOR
LOS ANGELES, CALIFORNIA 90025-1740
(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)
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DIANA M. LAING COPY TO:
EXECUTIVE VICE PRESIDENT, WILLIAM J. CERNIUS, ESQ.
CHIEF FINANCIAL OFFICER AND SECRETARY LATHAM & WATKINS
ARDEN REALTY, INC. 650 TOWN CENTER DRIVE, TWENTIETH
11601 WILSHIRE BOULEVARD, 4TH FLOOR FLOOR
LOS ANGELES, CALIFORNIA 90025-1740 COSTA MESA, CALIFORNIA 92626-1925
(310) 966-2600 (714) 540-1235
(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED BE REGISTERED PER SHARE (2) OFFERING PRICE (2) REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK (1)(3)...... 2,700,000 $24.98 $67,446,000 $18,750
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(1) The 1996 Stock Option and Incentive Plan of Arden Realty, Inc. and Arden
Realty Limited Partnership (the "Plan") authorizes the issuance of a
maximum of 4,200,000 shares, of which 1,486,667 have already been
registered pursuant to Form S-8 Registration Statement No. 333-37537.
Only the 2,700,000 newly authorized shares under the Plan are being
newly registered hereunder.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h). The Proposed Maximum Aggregate Offering Price
Per Share is the average of the high and low price of the Common Stock,
as reported on the New York Stock Exchange on July 6, 1999 and the
weighted average exercise price of outstanding options.
(3) Each share of Common Stock being registered hereunder, if issued prior
to the termination by the Company of its Amended and Restated Rights
Agreement, will include one Common Share Purchase Right. Prior to the
occurrence of certain events, the Common Share Purchase Rights will not
be exercisable or evidenced separately from the Common Stock.
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PROPOSED SALE TO TAKE PLACE AS SOON AFTER THE EFFECTIVE DATE OF THE REGISTRATION
STATEMENT AS OPTIONS GRANTED UNDER THE PLAN ARE EXERCISED.
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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 Registration Statement (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
This Registration Statement covers 2,700,000 additional shares of our
Common Stock reserved for issuance under the 1996 Stock Option and Incentive
Plan of Arden Realty, Inc. and Arden Realty Limited Partnership (the "Plan").
Effective May 29, 1998, our board of directors adopted, and on July 22, 1998,
our stockholders approved, an amendment to the Plan which increased the number
of shares reserved for issuance thereunder by 2,700,000 shares. On October 9,
1997, we filed with the Commission Form S-8 Registration Statement No. 333-37537
(the "Prior Registration Statement") covering an aggregate of 1,486,667 shares
issuable under the Plan. The contents of the Prior Registration Statement are
incorporated by reference herein to the extent not modified or superseded
thereby or by any subsequently filed document which is incorporated by reference
herein or therein.
ITEM 5. NAMED EXPERTS AND COUNSEL
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule in our Annual Report on Form 10-K, as amended
on Form 10-K/A, for the year ended December 31, 1998, as set forth in their
report, which is incorporated by reference in this registration statement. Our
financial statements and schedule are incorporated by reference in reliance on
Ernst & Young LLP's report, given on their authority as experts in accounting
and auditing.
ITEM 8. EXHIBITS
See Index to Exhibits on page 5.
2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
we certify that we have reasonable grounds to believe that we meet all of the
requirements for filing on Form S-8 and have duly caused this registration
statement to be signed on our behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on this 8th day of
July, 1999.
ARDEN REALTY, INC.,
a Maryland corporation
By: /S/ RICHARD S. ZIMAN
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Richard S. Ziman
Chairman of the Board and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and appoints
Richard S. Ziman and Diana M. Laing, as attorney-in-fact and agent, with full
powers of substitution to sign on his or her behalf, individually and in the
capacities stated below, and to file any and all amendments, including
post-effective amendments, to this registration statement and other documents in
connection therewith, with the Commission, granting to said attorney-in-fact and
agent full power and authority to perform any other act on behalf of the
undersigned required to be done in the premises.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities indicated
on July 8, 1999.
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<CAPTION>
Signature Title
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<S> <C>
/S/ RICHARD S. ZIMAN Chairman of the Board, Chief Executive
- -------------------------- Officer and Director (Principal
Richard S. Ziman Executive Officer)
/S/ VICTOR J. COLEMAN President, Chief Operating Officer and
- -------------------------- Director
Victor J. Coleman
/S/ DIANA M. LAING Executive Vice President, Chief
- -------------------------- Financial Officer and Secretary
Diana M. Laing (Principal Financial and Accounting
Officer)
/S/ CARL D. COVITZ Director
- --------------------------
Carl D. Covitz
/S/ LARRY S. FLAX Director
- --------------------------
Larry S. Flax
/S/ STEVEN C. GOOD Director
- --------------------------
Steven C. Good
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3
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<TABLE>
<CAPTION>
Signature Title
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<S> <C>
Director
/S/ KENNETH B. ROATH
- --------------------------
Kenneth B. Roath
/S/ PETER S. GOLD Director
- --------------------------
Peter S. Gold
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
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<S> <C>
4 Rights Agreement, dated as of August 14, 1998, between Arden
Realty, Inc. and the Bank of New York as filed as an exhibit to
the current report on Form 8-K, dated August 26, 1998, and
incorporated herein by reference.
5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP.
23.1 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in
Exhibit 5.1).
23.2 Consent of Independent Auditors.
24 Power of Attorney (included on the signature page to this
Registration Statement).
</TABLE>
5
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EXHIBIT 5.1
[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP]
FILE NUMBER 871910
July 8, 1999
Arden Realty, Inc.
11601 Wilshire Boulevard, 4th Floor
Los Angeles, California 90025-1740
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have served as Maryland counsel to Arden Realty, Inc., a Maryland
corporation (the "Company"), in connection with certain matters of Maryland law
arising out of the registration of 2,700,000 shares (the "Shares") of common
stock, par value of $.01 per share, of the Company ("Common Stock"), covered by
the above-referenced Registration Statement (the "Registration Statement"),
under the Securities Act of 1933, as amended (the "1933 Act"). The Shares are
to be issued by the Company pursuant to the 1996 Stock Option and Incentive
Plan of Arden Realty, Inc. and Arden Realty Limited Partnership, as amended
(the "Plan"). Capitalized terms used but not defined herein shall have the
meanings given to them in the Registration Statement.
In connection with our representation of the Company, and as a basis for
the opinion hereinafter set forth, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the following
documents (hereinafter collectively referred to as the "Documents"):
1. The Registration Statement, and all amendments thereto, filed with the
Securities and Exchange Commission (the "Commission"), pursuant to the
Securities Act of 1933, as amended (the ""1933 Act");
2. The Charter of the Company (the "Charter"), certified as of a recent
date by the State Department of Assessments and Taxation of Maryland (the
"SDAT");
3. The Bylaws of the Company, certified as of the date hereof by its
Secretary;
4. Resolutions adopted by the Board of Directors of the Company relating
to the issuance and registration of the Shares, certified as of the date hereof
by the Secretary of the Company;
5. The Plan;
6. A certificate of the SDAT as to the good standing of the Company,
dated as of a recent date;
7. A certificate executed by the Secretary of the Company, dated the
date hereof; and
8. Such other documents and matters as we have deemed necessary or
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Arden Realty, Inc.
July 8, 1999
Page 2
appropriate to express the opinion set forth in this letter, subject to the
assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed the
following:
1. Each individual executing any of the Documents, whether on behalf of
such individual or another person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a party
(other than the Company) is duly authorized to do so.
3. Each of the parties (other than the company) executing any of the
Documents has duly and validly executed and delivered each of the Documents to
which such party is a signatory, and such party's obligations set forth therein
are legal, valid and binding and are enforceable in accordance with all stated
terms.
4. Any Documents submitted to us as originals are authentic. The form
and content of the Documents submitted to us as unexecuted drafts do not differ
in any respect relevant to this opinion from the form and content of such
Documents as executed and delivered. Any Documents submitted to us as
certified or photostatic copies conform to the original documents. All
signatures on all such Documents are genuine. All public records reviewed or
relied upon by us or on our behalf are true and complete. All statements and
information contained in the Documents are true and complete. There has been no
oral or written modification of or amendment to any of the Documents, and there
has been no waiver of any provision of any of the Documents, by action or
omission of the parties or otherwise.
The phrase "known to us" is limited to the actual knowledge, without
independent inquiry, of the lawyers at our firm who have performed legal
services in connection with the issuance of this opinion.
Based upon the foregoing, and subject to the assumptions, limitations
and qualifications stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and existing
under and by virtue of the laws of the State of Maryland and is in good standing
with the SDAT.
2. The Shares have been duly authorized for issuance pursuant to the
Plan and, when and if issued and delivered against payment therefor and
otherwise in the manner described in the Resolutions and the Plan, will be
(assuming that upon any such issuance the total number of shares of Common Stock
issued and outstanding will not exceed the total number of shares of Common
Stock that the Company is then authorized to issue under the Charter) validly
issued, fully paid and nonassessable.
The foregoing opinion is limited to the substantive laws of the State of
Maryland and we do not express any opinion herein concerning any other law. We
express no opinion as to compliance with any federal or state securities laws,
including the securities laws of the State of Maryland. We assume no obligation
to supplement this opinion if any applicable law changes after the date hereof
or if we become aware of any fact that might change the opinion expressed
herein after the date
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Arden Realty, Inc.
July 8, 1999
Page 3
hereof.
This opinion is being furnished to you for submission to the Commission as
an exhibit to the Registration Statement and, accordingly, may not be relied
upon by, quoted in any manner to, or delivered to any other person or entity
without, in each instance, our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of the name of our firm therein. In
giving this consent, we do not admit that we are within the category of persons
whose consent is required by Section 7 of the 1933 Act.
Very truly yours,
/S/ BALLARD SPAHR ANDREWS & INGERSOLL, LLP
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Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement filed on Form S-8 dated July 8, 1999 of Arden Realty,
Inc. pertaining to the registration of 2,700,000 additional shares under 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 February 2, 1999 (except for Note 9, as to which the date is March 9,
1999), with respect to the consolidated financial statements and schedule of
Arden Realty, Inc. included in its Annual Report on Form 10-K, as amended on
Form 10-K/A, for the year ended December 31, 1998, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Los Angeles, California
July 8, 1999
