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As filed with the Securities and Exchange Commission on June 30, 2000
Registration Statement No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_________________________
BOSTON PROPERTIES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 04-2473675
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
800 Boylston Street, Suite 400
Boston, Massachusetts 02199-8001
(617) 236-3300
(Address, including zip code, and telephone number, including area code of
Registrant's principal executive offices)
Mortimer B. Zuckerman, Chairman
Edward H. Linde, President and Chief Executive Officer
BOSTON PROPERTIES, INC.
800 Boylston Street, Suite 400
Boston, Massachusetts 02199-8001
(617) 236-3300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
_____________________________
Copy to:
GILBERT G. MENNA, P.C.
ETTORE A. SANTUCCI, P.C.
Goodwin, Procter & Hoar LLP
Exchange Place
Boston, Massachusetts 02109-2881
(617) 570-1000
_____________________________
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.____
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box._____
If this form is used to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. X 333-68379
-----
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.__
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box.__
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Shares Being Registered Amount to be Offering Price Per Aggregate Offering Amount of
Registered(2) Share(3) Price(3) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, par value $.01
per share(1) 18,961 $37.21875 $705,704.71875 $186.31
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(1) This Registration Statement also relates to the rights to purchase shares of
Series E Junior Participating Cumulative Preferred Stock of the Registrant
which are attached to all shares of Common Stock issued, pursuant to the
terms of the Registrant's Shareholder Rights Agreement dated June 16, 1997.
Until the occurrence of certain prescribed events, the rights are not
exercisable, are evidenced by the certificates for the Common Stock and will
be transferred with and only with such Common Stock. Because no separate
consideration is paid for the rights, the registration fee therefor is
included in the fee for the Common Stock.
(2) Plus such additional number of shares as may be required in the event of a
stock dividend, reverse stock split, split-up recapitalization or other
similar event.
(3) Estimated solely for purposes of determining the registration fee pursuant
to Rule 457(c) based on the average of the high and low sales prices on the
New York Stock Exchange on June 23, 2000.
This Registration Statement shall become effective upon filing with the
Securities and Exchange Commission in accordance with Rule 462(b) under the
Securities Act of 1933, as amended.
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<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement on Form S-3 filed by Boston
Properties, Inc. with the Securities and Exchange Commission (File No. 333-
68379) pursuant to the Securities Act of 1933, as amended, is incorporated by
reference into this Registration Statement.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS
*5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of
the securities and interests being registered.
*23.1 Consent of PricewaterhouseCoopers LLP, Independent Public
Accountants
*23.2 Consent of Goodwin, Procter & Hoar LLP (included as part of
Exhibit 5.1 hereto)
_____________________
*Filed herewith
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Boston Properties, Inc. certifies that it has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, the Commonwealth of Massachusetts, on this
30th day of June, 2000.
BOSTON PROPERTIES, INC.
By: /s/ Edward H. Linde
----------------------------------------
Name: Edward H. Linde
Title: President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
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>
* Chairman of the Board of Directors June 30, 2000
----------------------------
Mortimer B. Zuckerman
/s/ Edward H. Linde President and Chief Executive Officer, June 30, 2000
----------------------------
Edward H. Linde Director (Principal Executive Officer)
* Chief Financial Officer (Principal Financial June 30, 2000
----------------------------
David G. Gaw Officer and Principal Accounting Officer)
* Director June 30, 2000
----------------------------
Alan J. Patricof
* Director June 30, 2000
----------------------------
Ivan G. Seidenberg
* Director June 30, 2000
----------------------------
Martin Turchin
* Director June 30, 2000
----------------------------
Alan B. Landis
Director
____________________________
Richard E. Salomon
* By: /s/ Edward H. Linde June 30, 2000
----------------------------
Edward H. Linde
Attorney-in-Fact
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<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
----------- ----------------------
*5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality
of the securities and interests being registered.
*23.1 Consent of PricewaterhouseCoopers LLP, Independent Public
Accountants
*23.2 Consent of Goodwin, Procter & Hoar LLP (included as part of
Exhibit 5.1 hereto)
__________________
*Filed herewith
