<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 22, 1997.
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------
ALEXANDRIA REAL ESTATE EQUITIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
MARYLAND 95-4502084
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
251 SOUTH LAKE AVENUE, SUITE 700
PASADENA, CALIFORNIA 91101
(Address, Including Zip Code, of Principal Executive Offices)
1997 STOCK AWARD AND INCENTIVE PLAN OF ALEXANDRIA REAL ESTATE EQUITIES, INC.
(Full Title of the Plan)
JOEL S. MARCUS
CHIEF EXECUTIVE OFFICER
ALEXANDRIA REAL ESTATE EQUITIES, INC.
251 SOUTH LAKE AVENUE, SUITE 700
PASADENA, CALIFORNIA 91101
(626) 578-0777
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
-----------------------------
COPY TO:
MICHAEL A. WORONOFF, ESQ. JAMES J. HANKS, JR., ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP BALLARD SPAHR ANDREWS & INGERSOLL
300 SOUTH GRAND AVENUE 300 EAST LOMBARD STREET
SUITE 3400 SUITE 1900
LOS ANGELES, CALIFORNIA 90071 BALTIMORE, MARYLAND 21202
(213) 687-5000 (410) 528-5600
-----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered (1) Offering Price Per Share Aggregate Offering Registration
Price Fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 680,000 (2) $20.57(3) $13,987,600 $4,238.67
value $.01 per share
Common Stock, par 220,000 (4) $26.09(5) $ 5,739,800(5) $1,739.33(6)
value $.01 per share
TOTAL 900,000 $19,727,400 $5,978
=====================================================================================================================
</TABLE>
<PAGE>
(1) Plus such additional number of shares of Common Stock as may be issuable
pursuant to the antidilution provisions of the 1997 Stock Award and
Incentive Plan of Alexandria Real Estate Equities, Inc. (the "Plan").
(2) Represents the number of shares of Common Stock that may be purchased upon
exercise of stock options outstanding under the Plan as of the date hereof.
(3) Represents the weighted average exercise price of the outstanding stock
options being registered hereby.
(4) Represents the maximum number of unallocated shares of Common Stock reserved
for issuance upon exercise of stock options that have not yet been granted
under the Plan.
(5) Estimated solely for purposes of calculating the registration fee.
(6) Calculated pursuant to Rules 457(c) and (h) based upon the average of the
high and low sale prices of the Common Stock on the New York Stock Exchange
on August 20, 1997, which was $26.09.
_________________
<PAGE>
EXPLANATORY NOTE
This Registration Statement covers (i) 680,000 shares of common stock, par
value $.01 per share (the "Common Stock"), of Alexandria Real Estate Equities,
Inc. (the "Company"), that may be issued upon the exercise of stock options
previously granted under the Plan, and (ii) 220,000 shares of Common Stock
reserved by the Company for issuance upon exercise of stock options that have
not yet been granted under the Plan. Pursuant to Rule 428 promulgated under the
Securities Act of 1933, as amended (the "Securities Act"), the Company will
deliver a prospectus meeting the requirements of Part I of Form S-8, as amended,
to all participants in the Plan.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
Incorporated by reference in this Registration Statement are the following
documents filed with the Securities and Exchange Commission (the "Commission"):
(a) The Company's Prospectus, dated May 27, 1997, filed pursuant to
Rule 424(b) under the Securities Act, relating to the initial
public offering of the Common Stock;
(b) All reports of the Company filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the Company's most recent fiscal
year; and
(c) The description of the Common Stock included in the Company's
Registration Statement on Form 8-A, filed May 14, 1997, pursuant
to Section 12(b) of the Exchange Act, including any amendment or
report filed for the purpose of updating such information.
In addition, all documents subsequently filed by the Company 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 herein
II-1
<PAGE>
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of 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 incorporated or 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.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Maryland General Corporation Law, as amended ("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 (i) actual receipt of an
improper benefit or profit in money, property or services, or (ii) 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 a
provision that eliminates such liability to the maximum extent permitted by the
MGCL.
The Charter authorizes the Company, to the maximum extent permitted by
Maryland law, to obligate itself to indemnify and to pay or reimburse reasonable
expenses in advance of final disposition of a proceeding to (i) any present or
former director or officer or (ii) 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 from and against any
claim or liability to which such person may become subject or to
II-2
<PAGE>
which such person may incur by reason of his or her serving as a present or
former director or officer of the Company.
The Company's bylaws (the "Bylaws") obligate the Company, 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 (i) any
present or former director or officer who is made a party to the proceeding by
reason of his service in that capacity or (ii) 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 and who is made
a party to the proceeding by reason of his service in that capacity. The
Charter and Bylaws also permit the Company, with the approval of the Board of
Directors, 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 service 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 (i) the act or omission of the director
or officer was material to the matter giving rise to the proceeding and (a) was
committed in bad faith or (b) was the result of active and deliberate
dishonesty, (ii) the director or officer actually received an improper personal
benefit in money, property or services or (iii) in the case of any criminal
proceeding, the director or officer had reasonable cause to believe that the act
or omission was unlawful. However, under the MGCL, a Maryland corporation may
not indemnify for an adverse judgment in a suit by or in the right of the
corporation or for a judgment of liability on the basis that personal benefit
was improperly received, unless, in either case, a court orders indemnification
and then only for expenses. In addition, the MGCL permits a corporation to
advance reasonable expenses to a director or officer upon the corporation's
receipt of (i) a written affirmation by the director or officer of his good
faith belief that he has met the standard of conduct necessary for
II-3
<PAGE>
indemnification by the corporation as authorized by the Bylaws and (ii) a
written statement by or on his behalf to repay the amount paid or reimbursed by
the corporation if it shall ultimately be determined that the standard of
conduct was not met.
The Company has entered into separate employment agreements with each of
its executive officers, pursuant to which the Company is required, to the
maximum extent permitted by Maryland law, to indemnify such officers and to pay
such persons' expenses in defending any civil or criminal proceeding in advance
of final disposition of such proceeding.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4.1 Articles of Amendment and Restatement of the Company (incorporated
by reference from Exhibit 3.1 of the Company's Quarterly Report on
Form 10-Q for the period ended June 30, 1997).
4.2 Certificate of Correction of the Company (incorporated by reference
from Exhibit 3.2 of the Company's Quarterly Report on Form 10-Q for
the period ended June 30, 1997).
4.3 Bylaws of the Company (incorporated by reference from Exhibit 3.3 of
the Company's Quarterly Report on Form 10-Q for the period ended June
30, 1997).
4.4 Specimen certificate representing shares of Common Stock
(incorporated by reference from Exhibit 4.1 of the Company's
Registration Statement on Form S-11 (File No. 333-23545)).
5.1 Opinion of Ballard Spahr Andrews & Ingersoll regarding the validity
of the Common Stock being registered
23.1 Consent of Ernst & Young LLP
</TABLE>
II-4
<PAGE>
<TABLE>
<S> <C>
23.2 Consent of Ballard Spahr Andrews & Ingersoll (included in Exhibit
5.1)
24.1 Power of Attorney (included on the signature page of this
registration statement)
</TABLE>
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;
(A) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(B) 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 and 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
20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement.
(C) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
- -------- -------
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those para-
II-5
<PAGE>
graphs is contained in periodic reports filed with or furnished to the
Commission 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 the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities 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 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.
(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.
II-6
<PAGE>
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 Los Angeles, state of California, on this 22nd
day of August, 1997.
ALEXANDRIA REAL ESTATE EQUITIES, INC.
By: /s/ Joel S. Marcus
--------------------------------------
Joel S. Marcus, Chief Executive Officer
II-7
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Joel S. Marcus and Peter J. Nelson, and each of
them, his true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
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, and each of them, 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 he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and each of them, 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, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Jerry M. Sudarsky Chairman of the Board August 22, 1997
- -----------------------
Jerry M. Sudarsky
/s/ Joel S. Marcus Chief Executive Officer August 22, 1997
- ----------------------- and Director
Joel S. Marcus
/s/ Alan D. Gold President and Director August 22, 1997
- -----------------------
Alan D. Gold
/s/ Peter J. Nelson Chief Financial Officer, August 22, 1997
- ----------------------- Treasurer and Secretary
Peter J. Nelson
Director August 22, 1997
- -----------------------
Joseph Elmaleh
II-8
<PAGE>
/s/ Viren Mehta Director August 22, 1997
- -------------------
Viren Mehta
/s/ David Petrone Director August 22, 1997
- -------------------
David Petrone
/s/ Anthony Solomon Director August 22, 1997
- -------------------
Anthony Solomon
II-9
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4.1 Articles of Amendment and Restatement of the Company (incorporated
by reference from Exhibit 3.1 of the Company's Quarterly Report on
Form 10-Q for the period ended June 30, 1997).
4.2 Certificate of Correction of the Company (incorporated by reference
from Exhibit 3.2 of the Company's Quarterly Report on Form 10-Q for
the period ended June 30, 1997).
4.3 Bylaws of the Company (incorporated by reference from Exhibit 3.3 of
the Company's Quarterly Report on Form 10-Q for the period ended June
30, 1997).
4.4 Specimen certificate representing shares of Common Stock
(incorporated by reference from Exhibit 4.1 of the Company's
Registration Statement on Form S-11 (File No. 333-23545)).
5.1 Opinion of Ballard Spahr Andrews & Ingersoll regarding the validity
of the Common Stock being registered
23.1 Consent of Ernst & Young LLP
23.2 Consent of Ballard Spahr Andrews & Ingersoll (included in Exhibit
5.1)
24.1 Power of Attorney (included on the signature page of this
registration statement)
</TABLE>
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL]
FILE NUMBER
858109
August 22, 1997
Alexandria Real Estate Equities, Inc.
251 South Lake Avenue, Suite 700
Pasadena, California 91101
Re: Registration Statement on Form S-8
dated August 22, 1997
------------------------------------
Ladies and Gentlemen:
We have served as Maryland counsel to Alexandria Real Estate Equities,
Inc., a Maryland corporation (the "Company"), in connection with certain matters
of Maryland law arising out of the registration of 900,000 shares (the "Shares")
of Common Stock, $.01 par value 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 Company's 1997 Stock
Award and Incentive Plan (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, filed with the Securities and
Exchange Commission (the "Commission"), pursuant to the Securities Act of 1933,
as amended (the "1933 Act"), and the related form of prospectus in the form in
which it will be sent or given to employees of the Company in accordance with
Rule 428(b)(1) under the 1933 Act;
<PAGE>
Alexandria Real Estate Equities, Inc.
August 22, 1997
Page 2
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 a recent date by its
Secretary;
4. Resolutions adopted by the Board of Directors of the Company
relating to (i) the approval of the Plan and (ii) the issuance and registration
of the Shares, certified as of a recent date by the Secretary of the Company;
5. Resolutions adopted by the stockholders of the Company relating
to the approval of the Plan, certified as of a recent date by the Secretary of
the Company;
6. A specimen of the certificate representing a share of Common
Stock, certified as of a recent date by the Secretary of the Company;
7. A certificate of the SDAT as to the good standing of the Company,
dated as of a recent date;
8. A certificate executed by Peter J. Nelson, Chief Financial
Officer, Treasurer and Secretary of the Company, dated the date hereof;
9. The Plan; and
10. Such other documents and matters as we have deemed necessary or
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, and so far
as is known to us there are no facts inconsistent with, 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.
<PAGE>
Alexandria Real Estate Equities, Inc.
August 22, 1997
Page 3
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. All Documents submitted to us as originals are authentic. All
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 are no oral or written modifications or amendments to the
Documents, or waiver of any of the provisions of the Documents, by action or
omission of the parties or otherwise.
5. The Shares will not be issued in violation of any restriction or
limitation contained in Article VII of the Charter.
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 in the
manner described in the Plan, will be (assuming that the sum of (i) all shares
of Common Stock issued as of the date hereof, (ii) any shares of Common Stock
<PAGE>
Alexandria Real Estate Equities, Inc.
August 22, 1997
Page 4
issued between the date hereof and any date on which the Shares are actually
issued (not including the Shares) and (iii) the Shares will not exceed the total
number of shares of Common Stock that the Company is authorized to issue)
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 the securities (or "blue sky") laws
or the real estate syndication 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 hereof.
This opinion is being furnished to you solely for submission to the
Securities and Exchange 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
<PAGE>
EXHIBIT 23.1
CONSENT
We consent to the incorporation by reference in the Registration Statement dated
August 22, 1997 pertaining to the 1997 Stock Award and Incentive Plan of
Alexandria Real Estate Equities, Inc. of our reports dated February 13, 1997
(except Note 11, as to which the date is May 1, 1997), 1413 Research Blvd. dated
February 20, 1997, 300 and 401 Professional Drive dated February 20, 1997, 25,
35 and 45 W. Watkins Mill Road dated February 20, 1997, 1311, 1401 and 1431
Harbor Bay Parkway dated February 20, 1997, 1550 East Gude Drive dated February
20, 1997, and PW Acquisitions I, LLC dated April 24, 1997, included in the
Registration Statement (Form S-11 No. 333-23545), and related Prospectus of
Alexandria Real Estate Equities, Inc. for the registration of 6,750,000 shares
of its common stock.
/s/ Ernst & Young LLP
Los Angeles, California
August 18, 1997
