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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 2, 1997
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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GRIFFIN LAND & NURSERIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 06-0868496
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
387 PARK AVENUE SOUTH,
6TH FLOOR
NEW YORK, NEW YORK 10016-8899
(Address of principal executive offices)
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1997 STOCK OPTION PLAN OF GRIFFIN LAND & NURSERIES, INC.
(Full title of Plan)
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FREDERICK M. DANZIGER
GRIFFIN LAND & NURSERIES, INC.
387 PARK AVENUE SOUTH,
6TH FLOOR
NEW YORK, NEW YORK 10016-8899
(212) 448-3800
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
R. RONALD HOPKINSON, ESQ.
LATHAM & WATKINS
885 THIRD AVENUE
SUITE 1000
NEW YORK, NY 10022-4802
(212) 906-1840
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed
Amount Proposed Maximum
Title of Each Class of Shares Maximum Aggregate Amount of
of Securities to to be Offering Price Offering Registration
be Registered Registered(1) Per Share(2) Price (2) Fee
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<S> <C> <C> <C> <C>
Common Stock
$.01 par value 700,000 $19.80 $13,860,000 $4200.00
</TABLE>
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(1) Represents the maximum number of shares that may be acquired under the 1997
Stock Option Plan of Griffin Land & Nurseries, Inc. (the "Plan").
(2) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(h) of the Securities Act of 1933, based on the book
value of the common stock, par value $.01 per share ("Common Stock"), of
Griffin Land & Nurseries, Inc. on March 1, 1997.
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PART I
Item 1. Plan Information
Not required to be filed with this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information
Not required to be filed with this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange Commission
by Griffin Land & Nurseries, Inc., a Delaware corporation (the "Company") and
are incorporated as of their respective dates in this Registration Statement by
reference:
(1) The Company's Registration Statement on Form 10/A filed with the
Commission on April 8, 1997, as amended (File No. 000-29288,
originally filed under File No. 001-12879) including the exhibits
thereto.
(2) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 10/A referred to in (1)
above.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining unsold
are incorporated by reference in this Registration Statement and are a part
hereof from the date of filing 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 or is 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
Griffin Land & Nurseries, Inc. is a Delaware corporation. Reference
is made to Section 102(b)(7) of the Delaware General Corporation Law (the
"DGCL"), which enables a corporation in its original certificate of
incorporation or an amendment thereto to eliminate or limit
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the personal liability of a director for violations of the director's fiduciary
duty, except (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the DGCL (providing for liability of directors for
unlawful payments of dividends of unlawful stock purchase or redemptions) or
(iv) for any transaction from which a director derived an improper benefit.
Reference is also made to Section 145 of the DGCL, which provides that
a corporation may indemnify any person, including an officer or director, who
is, or is threatened to be made, party to any threatened, pending or completed
legal action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person was an officer, director, employee or agent
of such corporation or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such officer,
director, employee or agent acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the corporation's best interest and, for
criminal proceeding, had no reasonable cause to believe that his conduct was
unlawful. A Delaware corporation may indemnify any officer or director in any
action by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses that
such officer or director actually and reasonably incurred.
Article VII of the Bylaws of Griffin Land & Nurseries, Inc. provides for
indemnification of the officers and directors to the full extent permitted by
applicable law.
Item 8. Exhibits
4.1 Form of Amended and Restated Certificate of Incorporation of the
Company. Filed as Exhibit 3.1 to the Company's Registration Statement
on Form 10/A as filed on April 8, 1997, as amended (File
No. 000-29288, originally filed under File No. 001-12879) and
incorporated herein by reference.
4.2 Form of By-laws of the Company. Filed as Exhibit 3.2 to the Company's
Registration Statement on Form 10/A as filed on April 8, 1997, as
amended (File No. 000-29288, originally filed under File
No. 001-12879) and incorporated herein by reference.
5.1 Opinion of Latham & Watkins regarding the legality of the Common Stock
being registered.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Latham & Watkins (included in Exhibit 5.1).
24 Power of Attorney (see signature page).
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
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(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, as amended (the "Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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;
(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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply to information contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the 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 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 this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, 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 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 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.
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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 New York, New York, on July 1, 1997.
GRIFFIN LAND & NURSERIES, INC.
By: /s/ Frederick M. Danziger
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Frederick M. Danziger
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, hereby constitutes and appoints Frederick M. Danziger his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments or supplements 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 attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
necessary or appropriate to be done with respect to this Registration Statement
or any amendments or supplements hereto 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 attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in their
respective capacities with Griffin Land & Nurseries, Inc. and on the dates
indicated.
SIGNATURE TITLE DATE
Chairman of the Board,
/s/ Edgar M. Cullman Director July 1, 1997
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Edgar M. Cullman
President, Chief
Executive Officer
and Director (Principal
/s/ Frederick M. Danziger Executive Officer) July 1, 1997
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Frederick M. Danziger
Chief Financial Officer
(Principal Financial and
/s/ Anthony J. Galici Accounting Officer) July 1, 1997
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Anthony J. Galici
/s/ John L. Ernst Director July 1, 1997
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John L. Ernst
/s/ Winston J. Churchill, Jr. Director July 1, 1997
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Winston J. Churchill, Jr.
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Exhibit Index
4.1 Form of Amended and Restated Certificate of Incorporation of the
Company. Filed as Exhibit 3.1 to the Company's Registration Statement
on Form 10/A as filed on April 8, 1997, as amended (File
No. 000-29288, originally filed under File No. 001-12879) and
incorporated herein by reference.
4.2 Form of By-laws of the Company. Filed as Exhibit 3.2 to the Company's
Registration Statement on Form 10/A as filed on April 8, 1997, as
amended (File No. 000-29288, originally filed under File
No. 001-12879) and incorporated herein by reference.
5.1 Opinion of Latham & Watkins regarding the legality of the Common Stock
being registered.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Latham & Watkins (included in Exhibit 5.1).
24 Power of Attorney (see signature page).
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Exhibit 5.1
[Latham & Watkins Letterhead]
July 2, 1997
Griffin Land & Nurseries, Inc.
One Rockefeller Plaza
New York, New York 10020
Re: Registration Statement on Form S-8 with respect to 700,000
SHARES OF GRIFFIN LAND & NURSERIES, INC. COMMON STOCK, PAR VALUE $.01 PER
SHARE
Ladies and Gentlemen:
In connection with the preparation and filing by Griffin Land & Nurseries,
Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), of a
Registration Statement on Form S-8 (the "Registration Statement") relating to
the issuance by the Company of 700,000 shares of the Company's common stock, par
value $.01 per share (the "Shares"), pursuant to the 1997 Stock Option Plan of
Griffin Land & Nurseries, Inc. (the "Plan"), you have requested our opinion with
respect to the matters set forth below.
In our capacity as your counsel in connection with such registration, we
are familiar with the proceedings taken and proposed to be taken by the Company
in connection with the authorization, issuance and sale of the Shares, and for
the purposes of this opinion, have assumed such proceedings will be timely
completed in the manner presently proposed. In addition, we have made such
legal and factual examinations and inquires, including an examination of
originals or copies certified or otherwise identified to our satisfaction of
such documents, corporate records and instruments, as we have deemed necessary
or appropriate for purposes of this opinion.
In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to authentic original documents of all documents submitted to us as copies.
We are opining herein as to the effect on the subject transaction only of
the internal laws of the State of New York and the General Corporation Law of
the State of Delaware, and we express no opinion with respect to the
applicability thereto, or the effect thereon, of the laws of any other
jurisdiction or, in the case of Delaware, any other laws, or as to any matters
of municipal law or the laws of any local agency within any state.
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Subject to the foregoing, it is our opinion that the Shares have been duly
authorized and, when issued and sold upon exercise of the options for such
Shares and payment of the exercise price therefor as contemplated by the Plan
will be validly issued, fully paid and nonassessable.
We consent to your filing this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ LATHAM & WATKINS
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Griffin Land & Nurseries, Inc. of our report dated
April 7, 1997, relating to the combined financial statements of Griffin Land &
Nurseries, Inc. which appears on page F-9 of the Form 10/A of Griffin Land &
Nurseries, Inc.
/s/ PRICE WATERHOUSE LLP
Price Waterhouse LLP
New York, New York
June 30, 1997
