AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 29, 1998.
REGISTRATION NO. 333-
============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ALEXANDRIA REAL ESTATE EQUITIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
MARYLAND 95-4502084
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
135 NORTH LOS ROBLES AVENUE, SUITE 250
PASADENA, CALIFORNIA 91101
(Address, Including Zip Code, of Principal Executive Offices)
AMENDED AND RESTATED 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.
135 NORTH LOS ROBLES AVENUE, SUITE 250
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 BALLARD SPAHR ANDREWS
& FLOM LLP & INGERSOLL, LLP
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
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities Proposed Maximum Proposed Maximum Amount of
to be Amount to be Offering Price Aggregate Offering Registration
Registered Registered (1) Per Share Price Fee
------------------- -------------- ---------------- ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock, par 7,000 (2) $30.1875 (3) $211,312.50 $62.34
value $.01 per share
Common Stock, par 348,463 (4) $28.9063 (5) $10,072,776 (5) $2,971.47 (6)
value $.01 per share
TOTAL 355,463 $3,033.81
</TABLE>
- -----------------------
(1) Plus such additional number of shares of Common Stock as may be
issuable pursuant to the antidilution provisions of the Amended and
Restated 1997 Stock Award and Incentive Plan of Alexandria Real Estate
Equities, Inc. (the "Plan").
(2) Represents the number of shares of Common Stock being registered
hereby that may be purchased upon exercise of stock options
outstanding under the Plan as of the date hereof.
(3) Represents the exercise price of the outstanding stock options that
are being registered hereby.
(4) Represents the maximum number of unallocated shares of Common Stock
being registered hereby that are 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 July 24, 1998, which was $28.9063 per share.
-----------------
EXPLANATORY NOTE
Pursuant to a registration statement on Form S-8 (File No. 333-
34223) filed with the Securities and Exchange Commission on August 22,
1997, Alexandria Real Estate Equities, Inc., a Maryland corporation (the
"Company"), registered a total of 900,000 shares of its common stock, par
value $.01 per share (the "Common Stock"), for issuance upon the exercise
of awards granted and to be granted under the Company's 1997 Stock Award
and Incentive Plan (the "Plan").
On May 15, 1998, the stockholders of the Company approved
certain amendments to the Plan, pursuant to which the number of shares of
Common Stock issuable upon the exercise of awards granted and to be granted
thereunder was increased to that number of shares equal to 10% of the
number of shares of Common Stock outstanding at any time, subject to a
limitation of 3,000,000 shares. Currently, the number of shares of Common
Stock issuable under the Plan, as amended, is 1,255,463. This Registration
Statement registers the additional 355,463 shares of Common Stock reserved
for issuance under the Plan, as amended, 7,000 of which may be issued upon
exercise of stock options previously granted (but not yet vested) under the
Plan and 348,463 of which have been reserved for issuance in connection
with awards not yet granted under the Plan. The information required in the
Section 10(a) prospectus is included in documents being maintained and
delivered by the Company as required by Rule 428 under the Securities Act
of 1933, as amended.
PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8, THIS
REGISTRATION STATEMENT ON FORM S-8 INCORPORATES BY REFERENCE THE CONTENTS
OF THE REGISTRATION STATEMENT ON FORM S-8 FILED BY THE COMPANY ON AUGUST
22, 1997, AS REFERENCED ABOVE (REGISTRATION NO. 333-34223).
PART II INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
ITEM 8. EXHIBITS.
Exhibit No. Description
----------- -----------
5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP
regarding the validity of the Common Stock being
registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Ballard Spahr Andrews & Ingersoll, LLP
(included in Exhibit 5.1)
24.1 Power of Attorney (included on the signature page of
this registration statement).
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 28th day of July, 1998.
ALEXANDRIA REAL ESTATE EQUITIES, INC.
By: /s/ JOEL S. MARCUS
-----------------------------------
Joel S. Marcus, Chief Executive
Officer
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 July 28, 1998
- -----------------------
Jerry M. Sudarsky
/s/ JOEL S. MARCUS Chief Executive Officer and July 28, 1998
- ----------------------- Director
Joel S. Marcus
President and Director July __, 1998
- ----------------------
Alan D. Gold
/s/ PETER J. NELSON Chief Financial Officer, July 28, 1998
- ---------------------- Senior Vice-President,
Peter J. Nelson Treasurer and Secretary
/s/ JOSEPH ELMALEH Director July 28, 1998
- ----------------------
Joseph Elmaleh
/s/ VIREN MEHTA Director July 28, 1998
- ----------------------
Viren Mehta
/s/ DAVID PETRONE Director July 28, 1998
- ----------------------
David Petrone
Director July __, 1998
- ----------------------
Anthony Solomon
/s/ RICHARD JENNINGS Director July 28, 1998
- ----------------------
Richard Jennings
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP
regarding the validity of the Common Stock being
registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Ballard Spahr Andrews & Ingersoll, LLP
(included in Exhibit 5.1).
24.1 Power of Attorney (included on the signature page of
this registration statement).
EXHIBIT 5.1
[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP]
July 28, 1998
Alexandria Real Estate Equities, Inc.
135 North Los Robles Avenue, Suite 250
Pasadena, California 91101
Re: Registration Statement on Form S-8
filed on or about July 28, 1998
Ladies and Gentlemen:
We have served as Maryland counsel to Alexandria Real Estate
Equities, Inc., a Maryland corporation, in connection with certain matters
of Maryland law arising out of the registration of 355,463 shares (the
"Shares")of common stock, par value $.01 per share, of the Company (the
"Common Stock") covered by the above-referenced Registration Statement, and
all amendments thereto (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 Amended and Restated 1997 Stock Award
and Incentive Plan (the "Plan"). Capitalized terms used but not defined
herein shall have the meanings assigned 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") under 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 under the 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 Amended and Restated Bylaws of the Company, certified as
of the date hereof by the Secretary of the Company;
4. Resolutions adopted by the Board of Directors, or a duly
authorized committee thereof, 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. The form of certificate representing a share of Common
Stock, certified as of the date hereof by the Secretary of the Company;
7. A certificate of the SDAT, dated as of a recent date, as to
the good standing of the Company;
8. A certificate executed by Peter J. Nelson, the 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 any other 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.
Any Documents submitted to us as certified or photostatic copies conform to
the original documents. All signatures on all 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.
5. The Shares will not be transferred in violation of any
restriction or limitation contained in 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, upon 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) 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 the applicability or effect of any
federal or state securities laws, including the securities laws of the
State of Maryland, or as to federal or state laws regarding fraudulent
transfers. To the extent that any matter as to which our opinion is
expressed herein would be governed by any jurisdiction other than the State
of Maryland, we do not express any opinion on such matter.
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 (other than Skadden, Arps,
Slate, Meagher & Flom LLP, counsel to the Company) without, in each
instance, our prior written consent.
We 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
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
filed on Form S-8 dated July 28, 1998 of Alexandria Real Estate Equities,
Inc. (the Company) of our report dated January 30, 1998 with respect to the
consolidated balance sheets of the Company as of December 31, 1997 and 1996
and the related consolidated statements of operations, stockholders' equity
and cash flows for the years ended December 31, 1997, 1996 and 1995, and
the consolidated financial statement schedule III, rental properties and
accumulated depreciation appearing in the Company's Annual Report on Form
10-K dated March 30, 1998; and the incorporation by reference therein of
our report dated October 27, 1997 with respect to the statement of revenue
and certain expenses of 940 Clopper for the year ended December 31, 1996,
and the incorporation by reference therein of our report dated October 27,
1997 with respect to statement of revenue and certain expenses of 1401
Research Boulevard for the year ended December 31, 1996, and the
incorporation by reference therein of our report dated November 7, 1997
with respect to the statement of revenue and certain expenses of 1500 East
Gude Drive and 3/3-1/2 Taft Court for the year ended December 31, 1996, all
appearing in the Form 8-K/A of the Company dated November 14, 1997; and the
incorporation by reference therein of our report dated November 7, 1997
with respect to the statement of revenue and certain expenses of 1201
Harbor Bay Parkway for the year ended December 31, 1996, and the
incorporation by reference therein of our report dated January 6, 1998 with
respect to the statement of revenue and certain expenses of Building 79 and
96 Charlestown Navy Yard for the year ended December 31, 1997, and the
incorporation by reference therein of our report dated January 22, 1998
with respect to the statement of revenue and certain expenses of
8000/9000/10000 Virginia Manor Road for the year ended December 31, 1997,
and the incorporation by reference therein of our report dated February 13,
1998 with respect to the statement of revenue and certain expenses of 215
College Road for the year ended December 31, 1997, and the incorporation by
reference therein of our report dated January 22, 1998 with respect to the
statement of revenue and certain expenses of 100 and 800/801 Capitola Drive
for the year ended December 31, 1997, and the incorporation by reference
therein of our report dated January 15, 1998 with respect to the statement
of revenue and certain expenses of 10150 Old Columbia Road for the year
ended December 31, 1997, and the incorporation by reference therein of our
report dated January 20, 1998 with respect to the statement of revenue and
certain expenses of 819-849 Mitten Road and 863 Mitten Road/866 Malcolm
Road for the year ended December 31, 1997, and the incorporation by
reference therein of our report dated March 9, 1998 with respect to the
statement of revenue and certain expenses of 5100/5110 Campus Drive for the
year ended December 31, 1997, and the incorporation by reference therein of
our report dated April 13, 1998 with respect to the statement of revenue
and certain expenses of 280 Pond Street for the year ended December 31,
1997, and the incorporation by reference therein of our report dated March
15, 1998 with respect to the statement of revenue and certain expenses of
19 Firstfield Road for the year ended December 31, 1997, and the
incorporation by reference therein of our report dated May 15, 1998 with
respect to the statement of revenue and certain expenses of 170 Williams
Drive for the year ended December 31, 1997, all appearing in the form 8-K
dated and filed on May 27, 1998, all filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Los Angeles, California
July 27, 1998
