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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 28, 1998
Registration No. 333-30639
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
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.)
ONE ROCKEFELLER PLAZA
SUITE 2301
NEW YORK, NEW YORK 10020
(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.
ONE ROCKEFELLER PLAZA
SUITE 2301
NEW YORK, NEW YORK 10020
(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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EXPLANATORY NOTE
The purpose of this amendment to the registration statement on Form S-8
(the "Registration Statement") of Griffin Land & Nurseries, Inc. (the
"Company") is to file as an exhibit thereto the consent of Pricewaterhouse--
Coopers, the Company's independent accountants, to the
incorporation by reference in the Registration Statement of the reports of
Price Waterhouse LLP (the predecessor to PricewaterhouseCoopers LLP), dated
February 18, 1998, set forth on pages 33 and S-3 of the Company's report on
Form 10-K for the fiscal year ended November 29, 1997.
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")
are incorporated as of their respective dates in this Registration Statement by
reference:
(1) The Company's Registration Statement on Form 10 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 referred to in (1)
above.
(3) The Report on Form 10-K of the Company for the fiscal year ended
November 29, 1997.
(4) The Report on Form 10-Q of the Company for the 13 weeks ended
February 28, 1998.
(5) The Report on Form 10-Q of the Company for the 13 weeks ended
May 30, 1998.
(6) The Report on Form 10-Q of the Company for the 13 weeks ended
August 29, 1998.
(7) The Report on Form 8-K of the Company dated April 29, 1998.
(8) The Report on Form 8-K of the Company dated May 21, 1998.
(9) The Company's proxy statement for its 1998 annual meeting of
stockholders.
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 7. Exemption from Registration Claimed
Not Applicable.
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 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 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 (filed previously as part of this Registration
Statement).
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Latham & Watkins (included in Exhibit 5.1).
24 Power of Attorney (filed previously as part of this Registration
Statement).
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 October 28, 1998.
GRIFFIN LAND & NURSERIES, INC.
By: /s/ Frederick M. Danziger
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Frederick M. Danziger
Chief Executive Officer
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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,
* Director October 28, 1998
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Edgar M. Cullman
President, Chief
Executive Officer
and Director (Principal
* Executive Officer) October 28, 1998
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Frederick M. Danziger
Chief Financial Officer
(Principal Financial and
* Accounting Officer) October 28, 1998
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Anthony J. Galici
* Director October 28, 1998
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John L. Ernst
* Director October 28, 1998
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Winston J. Churchill, Jr.
* By /s/ Frederick M. Danziger
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Frederick M. Danziger
Attorney-in-Fact
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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 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 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 (filed previously as part of this Registration
Statement).
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Latham & Watkins (included in Exhibit 5.1).
24 Power of Attorney (filed previously as part of this Registration
Statement).
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333-30639) of Griffin Land & Nurseries, Inc. of
our report dated February 18, 1998 which appears on page 33 of the Form 10-K
of Griffin Land & Nurseries, Inc. for the fiscal year ended November 29,
1997. We also consent to the incorporation by reference of our report on the
financial statement schedules, which appears on page S-3 of the Form 10-K of
Griffin Land & Nurseries, Inc. for the fiscal year ended November 29,1997.
/s/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
Hartford, Connecticut
October 23, 1998
