As filed with the Securities and Exchange Commission on August 18, 1998
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
---------------------------
Urstadt Biddle Properties Inc.
(Exact name of registrant as specified in its charter)
Maryland 04-2458042*
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
321 Railroad Avenue, Greenwich, Connecticut 06830
(Address of principal executive offices, including zip code)
STOCK OPTION PLAN
(Full title of the Plan)
-------------------------
<TABLE>
<S> <C>
CHARLES J. URSTADT with copies to
Chairman and Chief Executive Officer THOMAS J. DRAGO, ESQ.
Urstadt Biddle Properties Inc. Coudert Brothers
321 Railroad Avenue, Greenwich, Connecticut 06830 1114 Avenue of the Americas
(Name and address of agent for service) New York, New York 10036-7703
(203) 863-8200 (212) 626-4400
(Telephone number, including area code, of agent for service)
</TABLE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
Proposed Proposed
Title of Amount maximum maximum Amount of
securities to to be offering price aggregate registration
be registered registered per share (2) offering price (2) fee
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 344,500 (1) $9.34375 $3,218,921.80 $949.58
per share
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The Registrant has previously registered (i) a total of 100,000 shares of
Common Stock which may be issued under the Registrant's Stock Option Plan, as
amended to date (the "Plan"), by a Registration Statement on Form S-8
(Commission File No. 2-93146) filed with the Securities and Exchange Commission
(the "Commission") on September 7, 1984, as amended by a Post-Effective
Amendment No. 1 filed with the Commission on February 3, 1986 and (ii) a total
of 400,000 shares of Common Stock which may be issued under the Plan by a
Registration Statement on Form S-8 (Commission File No. 33-41408) on June 26,
1991, as amended by a Post-Effective Amendment No. 1 filed with the Commission
on March 12, 1997.
(2) Based upon the average of the high and low sales prices for shares of
Common Stock of the Registrant as reported on the New York Stock Exchange on
August 17, 1998 and estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457 of the Securities Act of 1933, as amended.
* I.R.S. Employer Identification Number of HRE Properties, the predecessor to
the Registrant prior to the Reorganization described in Registration Statement
No. 333-19113-01.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which are on file with the Securities and
Exchange Commission, are incorporated herein by reference and made a part
hereof:
(a) The Registrant's Annual Report on Form 10-K filed pursuant to
Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), for the fiscal year ended October 31, 1997;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since October 31, 1997; and
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-B filed under the Exchange Act on
March 12, 1997, including any amendment or report filed for the purpose of
updating such description and the description of the Registrant's Class A Common
Stock contained in the Registrant's Registration Statement on Form 8-A filed
under the Exchange Act on June 17, 1998, including any amendment or report filed
for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all such securities then remaining unsold,
shall be deemed to be incorporated herein by reference and shall be a part
hereof from the date of filing of such documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Articles of Incorporation and By-laws of the Registrant require
the Registrant to indemnify its directors, officers and certain other parties to
the fullest extent permitted from time to time by the Maryland General
Corporation Law (the "MGCL"). The MGCL permits a corporation to indemnify its
directors, officers and certain other parties 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 to or at the request of the Registrant, unless it is established
that the act or omission of the indemnified party was material to the matter
giving rise to the proceeding and (i) the act or omission was committed in bad
faith or was the result of active and deliberate dishonesty, (ii) the
indemnified party actually received an improper personal benefit, or (iii) in
the case of any criminal proceeding, the indemnified party had reasonable cause
to believe that the act or omission was unlawful.
ITEM 8. EXHIBITS
4.1 Amended Articles of Incorporation of the Registrant, filed as
Exhibit 3.1 to the Registrant's Registration Statement on Form
S-4 (Registration No. 333-19113), as amended, is incorporated
by reference.
II-1
<PAGE>
4.2 By-laws of the Registrant, filed as Exhibit 3.2 to the
Registrant's Registration Statement on Form S-4 (Registration
No. 333-19113), as amended, is incorporated by reference.
4.3 Form of Articles Supplementary, filed as Exhibit 4.1 to the
Registrant's Registration Statement on Form 8-A dated June 17,
1998, is incorporated by reference.
5.1 Opinion of Miles & Stockbridge P.C.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Miles & Stockbridge P.C. is incorporated by
reference to Exhibit 5.1 of this Registration Statement.
24.1 Power of Attorney is contained in the signature pages to this
Registration Statement.
ITEM 9. UNDERTAKINGS
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;
(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.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the
effective registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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.
II-2
<PAGE>
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Greenwich, State of Connecticut, on August 17, 1998.
URSTADT BIDDLE PROPERTIES INC.
By: /s/ Charles J. Urstadt
--------------------------------
Charles J. Urstadt
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Charles J. Urstadt and James R.
Moore, severally, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, and in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same with all exhibits thereto and other
documents in connection therewith with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as each such person
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Charles J. Urstadt Chairman and Chief Executive Officer August 17, 1998
- ----------------------------
Charles J. Urstadt
/s/ James R. Moore Chief Financial Officer, Principal Accounting August 17, 1998
- ---------------------------- Officer, Executive Vice President,
James R. Moore Treasurer and Secretary
/s/ Willing L. Biddle President, Chief Operating Officer and Director August 17, 1998
- ----------------------------
Willing L. Biddle
/s/ E. Virgil Conway Director August 17, 1998
- ----------------------------
E. Virgil Conway
Director August 17, 1998
- -----------------------------
Charles D. Urstadt
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Peter Herrick Director August 17, 1998
- -----------------------------
Peter Herrick
/s/ Paul D. Paganucci Director August 17, 1998
- -----------------------------
Paul D. Paganucci
/s/ James O. York Director August 17, 1998
- -----------------------------
James O. York
Director August 17, 1998
- -----------------------------
Robert R. Douglass
/s/ George H.C. Lawrence Director August 17, 1998
- -----------------------------
George H.C. Lawrence
</TABLE>
<PAGE>
EXHIBIT INDEX
4.1 Amended Articles of Incorporation of the Registrant, filed as Exhibit
3.1 to the Registrant's Registration Statement on Form S-4
(Registration No. 333-19113), as amended, is incorporated by reference.
4.2 By-laws of the Registrant, filed as Exhibit 3.2 to the Registrant's
Registration Statement on Form S-4 (Registration No. 333-19113), as
amended, is incorporated by reference.
4.3 Form of Articles Supplementary, filed as Exhibit 4.1 to the
Registrant's Registration Statement on Form 8-A dated June 17, 1998, is
incorporated by reference.
5.1 Opinion of Miles & Stockbridge P.C.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Miles & Stockbridge P.C. is incorporated by reference to
Exhibit 5.1 of this Registration Statement.
24.1 Power of Attorney is contained in the signature pages to this
Registration Statement.
EXHIBIT 5.1
[LETTERHEAD OF MILES & STOCKBRIDGE P.C.]
August 18, 1998
Urstadt Biddle Properties Inc.
321 Railroad Avenue
Greenwich, Connecticut 06830
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933 (the
"Act") of 344,500 shares of Common Stock, par value $.01 per share (the "Common
Stock"), of Urstadt Biddle Properties Inc., a Maryland corporation (the
"Company"), on its Registration Statement on Form S-8 filed with the Securities
and Exchange Commission on the date hereof (the "Registration Statement"), we
have examined such corporate records, certificates and documents as we deemed
necessary for the purpose of this opinion. Based on that examination, we advise
you that in our opinion the Common Stock to be offered by the Company has been
duly and validly authorized and, when issued under the circumstances
contemplated in the Registration Statement, will be legally issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving our consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Securities and Exchange Commission
thereunder. The opinion expressed herein is limited to the matters set forth in
this letter and no other opinion should be inferred beyond the matters expressly
stated.
Very truly yours,
MILES & STOCKBRIDGE P.C.
By: /s/ J.W.Thompson Webb
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Principal
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our reports dated January 8, 1998
included in Urstadt Biddle Properties Inc.'s Annual Report on Form 10-K for the
year ended October 31, 1997 and to all references to our Firm included in this
Registration Statement.
Arthur Andersen LLP
New York, New York
August 17, 1998
