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As filed with the Securities and Exchange Commission on May 4, 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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KILROY REALTY CORPORATION
(Exact name of registrant as specified in its charter)
MARYLAND 95-4598246
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2250 East Imperial Highway, Suite 1200, El Segundo, California 90245, (310) 563-
5500
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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THE 1997 STOCK OPTION AND INCENTIVE PLAN
(Full Title of the Plan)
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Richard E. Moran Jr.
Executive Vice President and Chief Financial Officer
Kilroy Realty Corporation
2250 East Imperial Highway, Suite 1200, El Segundo, California 90245, (310) 563-
5500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Edward Sonnenschein, Jr., Esq.
J. Scott Hodgkins, Esq.
Latham & Watkins
633 West Fifth Street, Suite 4000, Los Angeles, California 90071, (213) 485-1234
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Proposed
Amount Proposed Maximum
of Shares Maximum Aggregate Amount of
Title of Each Class of Securities to be to be Offering Price Offering Registration
Registered Registered Per Share (1) Price (1) Fee
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Common Stock, par value $.01 per share........ 1,500,000 $25.81 $33,628,140 $9,349
23.19
20.56
22.13
22.53
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Series B Junior Participating Preferred Stock
Purchase Rights(2).......................... 1,500,000(2) * * *
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(1) Pursuant to Rule 457(h), the Proposed Maximum Offering Price Per Share is
based upon (a)(i) the exercise price per share ($25.81) of presently
outstanding options to purchase 18,000 shares of common stock, (ii) the
exercise price per share ($23.19) of presently outstanding options to
purchase 175,000 shares of common stock, (iii) the exercise price per share
($20.56) of presently outstanding options to purchase 1,000 shares of common
stock, and (iv) the exercise price per share ($22.13) of presently
outstanding options to purchase 850,000 shares of common stock, and (b) for
the remaining 456,000 shares of common stock, the average of the high and
low sales prices per share ($22.53) of the company's common stock as
reported on the New York Stock Exchange as of April 27, 1999.
(2) The rights are intially carried with the common stock. The value
attributable to the rights, if any, is reflected in the value of the common
stock.
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The information contained in the Registration Statement on Form S-8
originally filed by Kilroy Realty Corporation with the Securities and Exchange
Commission on December 23, 1997 (File no. 333-43227), pursuant to the Securities
Act of 1933, as amended, is incorporated by reference into this Registration
Statement, except for the information presented in Part II, Item 3.
Incorporation of Documents by Reference and Item 8. Exhibits.
Item 3. Incorporation of Documents by Reference.
The SEC allows us to "incorporate by reference" the information we file
with the SEC, which means that we can disclose important information to you by
referring to those documents. The information incorporated by reference is an
important part of this prospectus. Any statement contained in a document which
is incorporated by reference in this prospectus is automatically updated and
superseded if information contained in this prospectus, or information that we
later file with the SEC, modifies or replaces this information. We incorporate
by reference the following documents we filed with the SEC:
. our Annual Report on Form 10-K for the year ended December 31,
1998;
. the description of our common stock contained in our
Registration Statement on Form 8-A/A filed with the SEC on
March 5, 1999 (file number 001-12675), including any amendment
or reports filed for the purpose of updating this description;
and
. all documents filed by us with the SEC pursuant to Sections
13(a), 13(c), 14 or 15(d) pursuant to the Securities Exchange
Act of 1934, as amended, after the date of this prospectus and
prior to the termination of the offering.
To receive a free copy of any of the documents incorporated by
reference in this prospectus (other than exhibits, unless they are specifically
incorporated by reference in the documents), call or write Kilroy Realty
Corporation, 2250 East Imperial Highway, Suite 1200, El Segundo, CA 90245,
Attention: Secretary, (310) 563-5500.
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Item 8. Exhibits.
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Exhibit
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4.1 Registration Rights Agreement, dated January 31, 1997(1)
4.2 Registration Rights Agreement, dated as of October 31, 1997(2)
4.3 Registration Rights Agreement, dated February 6, 1998(3)
4.4 Registration Rights Agreement, dated April 20, 1998(4)
4.5 Registration Rights Agreement, dated November 24, 1998(5)
4.6 Rights Agreement, dated as of October 2, 1998 between Kilroy Realty
Corporation and ChaseMellon Shareholder Services, L.L.C., as Rights
Agent, which includes the form of Articles Supplementary of the
Series B Junior Participating Preferred Stock of Kilroy Realty
Corporation as Exhibit A, the form of Right Certificate as Exhibit
B and the Summary of Rights to Purchase Preferred Shares as Exhibit
C(6)
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 Deloitte & Touche LLP
24.1 Power of Attorney (included on the signature page to the registration
statement)
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(1) Previously filed as an exhibit to the Registration Statement on
Form S-11 (No. 333-15553) as declared effective on January 28, 1997
and incorporated herein by
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reference.
(2) Previously filed as an exhibit to the Current Report on Form 8-K/A
(No. 1-12675) dated October 29, 1997 and incorporated herein by
reference.
(3) Previously filed as an exhibit to the Current Report on Form 8-K
(No. 1-12675) dated February 6, 1998 and incorporated herein by
reference.
(4) Previously filed as an exhibit to the Current Report on Form 8-K
(No. 1-12675) dated April 20, 1998 and incorporated herein by
reference.
(5) Previously filed as an exhibit to the Current Report on Form 8-K
(No. 1-12675) dated November 24, 1998 and incorporated herein by
reference.
(6) Previously filed as an exhibit to the Current Report on Form 8-K
(No. 1-12675) dated October 2, 1998 and incorporated herein by
reference.
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3
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 El Segundo, State of California, on this 30th
day of April, 1999.
KILROY REALTY CORPORATION
By: /s/ John B. Kilroy, Jr.
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John B. Kilroy, Jr.
President, Chief Executive Officer
and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John B. Kilroy, Jr., Jeffrey C. Hawken, Richard
E. Moran Jr., Tyler H. Rose, Ann Marie Whitney, and each of them, with full
power to act without the other, such person's true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to sign this
Registration Statement, and any and all amendments thereto (including post-
effective amendments), and to file the same, with exhibits and schedules
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
necessary or desirable to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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Signature Title Date
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<S> <C> <C>
/s/ John B. Kilroy, Sr. Chairman of the Board April 30, 1999
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John B. Kilroy, Sr
/s/ John B. Kilroy, Jr. President, Chief Executive April 30, 1999
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John B. Kilroy, Jr. Officer and Director
(Principal Executive Officer)
/s/ John R. D'Eathe Director April 30, 1999
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John R. D'Eathe
/s/ William. P. Dickey Director April 30, 1999
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William P. Dickey
/s/ Matthew J. Hart Director April 30, 1999
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Matthew J. Hart
/s/ Dale F. Kinsella Director April 30, 1999
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Dale F. Kinsella
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S-1
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<S> <C> <C>
/s/ Richard E. Moran Jr.
- ------------------------------------- Executive Vice President April 30, 1999
Richard E. Moran Jr. Chief Financial Officer and
Secretary (Principal Financial
Officer)
/s/ Ann Marie Whitney
- ------------------------------------- Vice President and Controller April 30, 1999
Ann Marie Whitney (Principal Accounting Officer)
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S-2
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INDEX TO EXHIBITS
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Exhibit
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<S> <C>
4.1 Registration Rights Agreement, dated January 31, 1997(1)
4.2 Registration Rights Agreement, dated as of October 31, 1997(2)
4.3 Registration Rights Agreement, dated February 6, 1998(3)
4.4 Registration Rights Agreement, dated April 20, 1998(4)
4.5 Registration Rights Agreement, dated November 24, 1998(5)
4.6 Rights Agreement, dated as of October 2, 1998 between Kilroy Realty
Corporation and ChaseMellon Shareholder Services, L.L.C., as Rights
Agent, which includes the form of Articles Supplementary of the
Series B Junior Participating Preferred Stock of Kilroy Realty
Corporation as Exhibit A, the form of Right Certificate as Exhibit
B and the Summary of Rights to Purchase Preferred Shares as Exhibit
C(6)
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 Deloitte & Touche LLP
24.1 Power of Attorney (included on the signature page to the registration
statement)
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(1) Previously filed as an exhibit to the Registration Statement on Form S-
11 (No. 333-15553) as declared effective on January 28, 1997 and
incorporated herein by reference.
(2) Previously filed as an exhibit to the Current Report on Form 8-K/A (No.
1-12675) dated October 29, 1997 and incorporated herein by reference.
(3) Previously filed as an exhibit to the Current Report on Form 8-K (No.
1-12675) dated February 6, 1998 and incorporated herein by reference.
(4) Previously filed as an exhibit to the Current Report on Form 8-K (No.
1-12675) dated April 20, 1998 and incorporated herein by reference.
(5) Previously filed as an exhibit to the Current Report on Form 8-K (No.
1-12675) dated November 24, 1998 and incorporated herein by reference.
(6) Previously filed as an exhibit to the Current Report on Form 8-K (No.
1-12675) dated October 2, 1998 and incorporated herein by reference.
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EXHIBIT 5.1
[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP]
April 29, 1999
Kilroy Realty Corporation
2250 East Imperial Highway
El Segundo, California 90245
Re: Kilroy Realty Corporation, a Maryland corporation, (the "Company") -
Registration Statement on Form S-8 (the "Registration Statement")
pertaining to One Million Five Hundred Thousand (1,500,000) shares
(the "Additional Plan Shares") of common stock, par value one cent
($.01) per share ("Common Stock"), to be issued pursuant to the 1997
Stock Option and Incentive Plan of the Company, Kilroy Realty, L.P.
and Kilroy Services, Inc., as amended (the "Plan")
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Ladies and Gentlemen:
In connection with the registration of the Additional Plan Shares under the
Securities Act of 1933, as amended (the "Act") by the Company on Form S-8 to be
filed with the Securities and Exchange Commission on or about April 29, 1999,
(the "Registration Statement"), you have requested our opinion with respect to
the matters set forth below.
We have acted as special Maryland corporate counsel for the Company in
connection with the matters described herein. In our capacity as special
Maryland corporate counsel to the Company, we have reviewed and are familiar
with proceedings taken and proposed to be taken by the Company in connection
with the authorization, issuance and sale of the Additional Plan Shares, and for
purposes of this opinion have assumed such proceedings will be timely completed
in the manner presently proposed. In addition, we have relied upon certificates
and advice from the officers of the Company upon which we believe we are
justified in relying and on
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BALLARD SPAHR ANDREWS & INGERSOLL
Kilroy Realty Corporation
April 29, 1999
Page 2
various certificates from, and documents recorded with, the State Department of
Assessments and Taxation of Maryland (the "SDAT"), including the charter of the
Company (the "Charter"), consisting of Articles of Incorporation filed with the
SDAT on September 13, 1996 and Articles of Amendment and Restatement filed with
the SDAT on January 21, 1997, and Articles Supplementary filed with the SDAT on
February 6, 1998, April 20, 1998, October 15, 1998 and November 25, 1998. We
have also examined the Amended and Restated Bylaws of the Company, adopted as of
January 26, 1997, (the "Bylaws"), resolutions of the Board of Directors of the
Company adopted on September 15, 1996, December 8, 1996, January 27, 1997, March
18, 1998 and October 2, 1998 and in full force and effect on the date hereof,
the Plan, and such other laws, records, documents, certificates, opinions and
instruments as we have deemed necessary to render this opinion.
We have assumed the genuineness of all signatures and the authenticity of
all documents submitted to us as originals and the conformity to the originals
of all documents submitted to us as certified, photostatic or conformed copies.
In addition, we have assumed that each person executing any instrument, document
or certificate referred to herein on behalf of any party is duly authorized to
do so. We have also assumed that none of the Additional Plan Shares have been
or will be issued or transferred in violation of the restrictions on ownership
and transfer of stock contained in the Charter of the Company under the caption
"Restrictions on Ownership and Transfer to Preserve Tax Benefits".
Based on the foregoing, and subject to the assumptions and qualifications
set forth herein, it is our opinion that, as of the date of this letter, the
Additional Plan Shares have been reserved and authorized for issuance by the
Company as direct stock awards or upon the exercise of options granted under the
Plan, and when such Additional Plan Shares are duly authorized for issuance by
the Board of Directors or an authorized committee thereof, and issued and
delivered, as direct stock awards or upon the exercise of options granted under
the Plan, and the consideration for such Additional Plan Shares has been
received in full by the Company, all in accordance with the Plan and any such
options, such Additional Plan Shares will be validly issued, fully paid and non-
assessable.
We consent to your filing this opinion as an exhibit to the Registration
Statement, and further consent to the filing of this
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BALLARD SPAHR ANDREWS & INGERSOLL
Kilroy Realty Corporation
April 29, 1999
Page 3
opinion as an exhibit to the applications to securities commissioners for the
various states of the United States for registration of the Shares. We also
consent to the identification of our firm as Maryland counsel to the Company in
the Registration Statement.
The opinions expressed herein are limited to the laws of the State of
Maryland and we express no opinion concerning any laws other than the laws of
the State of Maryland. Furthermore, the opinions presented in this letter are
limited to the matters specifically set forth herein and no other opinion shall
be inferred beyond the matters expressly stated.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll, LLP
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Kilroy Realty Corporation on Form S-8 of our report dated March 10, 1999,
appearing in the Annual Report on Form 10-K of Kilroy Realty Corporation for the
year ended December 31, 1998 and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.
Los Angeles, California
May 4, 1999
