As Filed with the Securities and Exchange Commission
on August 22, 2000
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.)
------------------
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)
------------------
RICHARD S. DAVIS Copy to:
SENIOR VICE PRESIDENT, WILLIAM J. CERNIUS, ESQ.
CO-CHIEF FINANCIAL OFFICER LATHAM & WATKINS
AND TREASURER 650 Town Center Drive, Twentieth Floor
ARDEN REALTY, INC. Costa Mesa, California 92626-1925
11601 Wilshire Boulevard, 4th Floor (714) 540-1235
Los Angeles, California 90025-1740
(310) 966-2600
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
------------------
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------
---------------------------- ------------- ------------------ ----------------- -----------------
Proposed Maximum Proposed
Title of Securities to be Amount to Offering Price Maximum Amount of
Registered be Per Share (2) Aggregate Registration Fee
Registered Offering Price (2)
---------------------------- ------------- ------------------ ----------------- -----------------
---------------------------- ------------- ------------------ ----------------- -----------------
<S> <C> <C> <C> <C> <C>
Common Stock (1)(3)...... 2,300,000 $25.62 $58,926,000 $15,556
---------------------------- ------------- ------------------ ----------------- -----------------
-------------------------------------------------------------------------------------------------
</TABLE>
(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 6,500,000 shares, of which 4,186,667 have already been registered
pursuant to Form S-8 Registration Statement No: 333-37537 and 333-82513.
Only the 2,300,000 newly authorized shares under the Plan are being newly
registered hereunder.
(Cover continued on next page)
--------------------------------------------------------------------------------
4
<PAGE>
(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 August 18, 2000 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.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PROPOSED SALE TO TAKE PLACE AS SOON AFTER THE EFFECTIVE DATE OF THE
REGISTRATION STATEMENT AS OPTIONS GRANTED UNDER THE PLAN ARE EXERCISED.
-2-
<PAGE>
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 2,300,000 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 March 17, 2000, our board of directors adopted, and on May 22, 2000,
our stockholders approved, an amendment to the Plan which increased the number
of shares reserved for issuance thereunder by 2,300,000 shares. On October 9,
1997, we filed with the Commission Form S-8 Registration Statement No. 333-37537
(the "1997 Registration Statement") covering an aggregate of 1,486,667 shares
issuable under the Plan. On July 9, 1999, we filed with the Commission Form S-8
Registration Statement No. 333-82513 (the "1999 Registration Statement" and
together with the 1997 Registration Statement, collectively, the "Prior
Registration Statements") covering an additional aggregate of 2,700,000 shares
issuable under the Plan. The contents of the Prior Registration Statements 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
-------------------------
The consolidated financial statements of Arden Realty, Inc. appearing in
Arden Realty, Inc.'s Annual Report (Form 10-K) for the year ended December 31,
1999, 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 financial statements are incorporated herein by reference in
reliance upon such report given on the authority of such firm as experts in
accounting and auditing.
ITEM 8. EXHIBITS
--------
See Index to Exhibits on page 6.
-3-
<PAGE>
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 ___ day of
August, 2000.
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 authorizes and appoints
Richard S. Ziman and David A. Swartz, 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 August 17, 2000.
Signature Title
--------- -----
/S/ RICHARD S. ZIMAN Chairman of the Board, Chief Executive
----------------------
Richard S. Ziman Officer and Director (Principal
Executive Officer)
/S/ VICTOR J. COLEMAN President, Chief Operating Officer and
---------------------- Director
Victor J. Coleman
/S/ DANIEL S. BOTHE Senior Vice President and
---------------------- Co-Chief Financial Officer (Principal
Daniel S. Bothe Financial Officer)
/S/ RICHARD S. DAVIS Senior Vice President,
---------------------- Co-Chief Financial Officer and Treasurer
Richard S. Davis (Principal Accounting Officer)
/S/ CARL D. COVITZ Director
----------------------
Carl D. Covitz
/S/ LARRY S. FLAX Director
----------------------
Larry S. Flax
-4-
<PAGE>
Signature Title
--------- -----
/S/ STEVEN C. GOOD Director
----------------------
Steven C. Good
/S/ KENNETH B. ROATH Director
----------------------
Kenneth B. Roath
/S/ PETER S. GOLD Director
----------------------
Peter S. Gold
-5-
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
-------
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).
-6-
