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As filed with the Securities and Exchange Commission on October 23, 2000
Registration No. 333-___________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WELLS REAL ESTATE INVESTMENT TRUST, INC.
(Exact name of Registrant as specified in its charter)
Maryland 58-2328421
-------- ----------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
6200 The Corners Parkway, Suite 250
Norcross, Georgia 30092
----------------- -----
(Address of Principal Executive Offices) (Zip Code)
2000 EMPLOYEE STOCK OPTION PLAN
AND
INDEPENDENT DIRECTOR WARRANT PLAN
OF
WELLS REAL ESTATE INVESTMENT TRUST, INC.
(Full Title of the Plans)
Leo F. Wells, III, President
Wells Real Estate Investment Trust, Inc.
6200 The Corners Parkway, Suite 250, Norcross, Georgia 30092
(Name and Address of Agent For Service)
(770) 449-7800
(Telephone Number, Including Area Code, of Agent For Service)
COPY TO:
Donald Kennicott, Esq.
Michael K. Rafter, Esq.
Holland & Knight LLP
One Atlantic Center, Suite 2000
1201 West Peachtree Street, N.E.
Atlanta, Georgia 30309-3400
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================
Title of Proposed Proposed
Each Class of Maximum Maximum
Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered (1) Per Share (2) Offering Price Registration Fee
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2000 Employee Stock Option Plan
Common Stock, $.01 par value 750,000 $11.00 $8,250,000 $3,762
Independent Director Warrant Plan
Common Stock, $.01 par value 500,000 $12.00 $6,000,000
</TABLE>
(1) This amount includes options to acquire shares and shares to be issued
under the 2000 Employee Stock Option Plan and warrants to acquire shares
and shares to be issued under the Independent Director Warrant Plan. This
Registration Statement also covers any additional shares that may hereafter
become purchasable as a result of the adjustment provisions in the
respective plans.
(2) Determined in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee, the registration fee is based on the
minimum exercise price per share for the options and the warrants under the
respective plans.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Documents containing the information specified in Part I of Form S-8 will
be sent or given to plan participants as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act"). In accordance with
the rules and regulations of the Securities and Exchange Commission ("SEC") and
the instructions to Form S-8, Wells Real Estate Investment Trust, Inc. (the
"Registrant") is not filing such documents with the SEC either as part of this
Registration Statement or as prospectus supplements pursuant to Rule 424 of the
Securities Act.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by the Registrant with the SEC are
incorporated by reference in this Registration Statement:
(1) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999 (File No. 0-25739);
(2) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2000 and June 30, 2000 (File No. 0-25739);
(3) The Registrant's Definitive Proxy Statement on Schedule 14A filed
April 26, 2000; and
(4) The description of the Registrant's Common Stock, par value $.01 per
share, set forth under the caption "Description of Capital Stock" in
the 424(b) Prospectus and incorporated by reference into the
Registrant's Registration Statement on Form 8-A (File No. 0-25739)
filed with the Commission pursuant to Section 12(g) of the Securities
Exchange Act of 1934 ("Exchange Act") on April 8, 1999, as amended on
Amendment No. 1 to Form 8-A filed with the Commission on October 13,
2000 (File No. 0-25739).
All documents subsequently filed by the Registrant 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 shares of Common Stock being
offered hereby have been sold or which deregisters all shares of Common Stock
then remaining unsold, shall be deemed incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
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Section 2-418 of the Maryland General Corporation Law ("MGCL") permits a
corporation to indemnify its directors and officers and certain other parties
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. Indemnification may be made against judgments, penalties, fines,
settlements and reasonable expenses actually incurred by the director or officer
in connection with the proceeding; provided, however, that if the proceeding is
one by or in the right of the corporation, indemnification may not be made with
respect to any proceeding in which the director or officer has been adjudged to
be liable to the corporation. In addition, a director or officer may not be
indemnified with respect to any proceeding charging improper personal benefit to
the director or officer, whether or not involving action in the director's or
officer's official capacity, in which the director or officer was adjudged to be
liable on the basis that personal benefit was received. The termination of any
proceeding by conviction, or upon a plea of nolo contendere or its equivalent,
or any entry of any order of probation prior to judgment, creates a rebuttable
presumption that the director or officer did not meet the requisite standard of
conduct required for indemnification to be permitted.
In addition, Section 2-418 of the MGCL requires that, unless prohibited by
its charter, a corporation may indemnify any director or officer who is made a
party to any proceeding by reason of service in that capacity against reasonable
expenses incurred by the director or officer in connection with the proceeding,
in the event that the director or officer is successful, on the merits or
otherwise, in the defense of the proceeding.
The Registrant's Articles of Incorporation and Bylaws provide in effect for
the indemnification by the Registrant of the directors and officers of the
Registrant to the fullest extent permitted by applicable law. The Registrant
has purchased directors' and officers' liability insurance for the benefit of
its directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
Exhibit
Number Description
3.1* Amended and Restated Articles of Incorporation of the
Registrant
3.2* Bylaws of the Registrant
3.2(a)* Amendment No. 1 to Bylaws of the Registrant
4.1 2000 Employee Stock Option Plan
4.2 Independent Director Warrant Plan
5 Opinion of Holland & Knight LLP
23.1 Consent of Holland & Knight LLP (contained in Exhibit 5)
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney (contained on the signature page hereto)
______________
* Incorporated by reference to the Registrant's Registration Statement on
Form S-11 (Commission No. 333-44900), as amended to date.
Item 9. Undertakings.
The undersigned hereby undertakes:
(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 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;
(ii) 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;
(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 (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by the
foregoing paragraphs is contained in periodic reports filed
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with or furnished to the SEC 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 the 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.
(4) 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 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.
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 Articles of Incorporation or Bylaws of the Registrant
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against advised
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 the 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Norcross,
and the State of Georgia on this 12th day of October, 2000.
WELLS REAL ESTATE INVESTMENT TRUST, INC.
A Maryland corporation
(Registrant)
By: /s/ Leo F. Wells, III, President
----------------------------------
Leo F. Wells, III, President
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. Each person whose signature appears
below constitutes and appoints Leo F. Wells, III and Douglas P. Williams, and
each of them individually, 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 and all amendments (including
post-effective amendments) to this Registration Statement and any and all
Registration Statements filed pursuant to Rule 462(b) under the Securities Act
of 1933, 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 connection therewith, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or either of them, may lawfully do or cause to be done by
virtue hereof.
Name Title
---- -----
/s/ Leo F. Wells, III President and Director
---------------------------- (Principal Executive Officer)
Leo F. Wells, III
/s/ Douglas P. Williams Executive Vice President and Director
---------------------------- (Principal Financial and Accounting
Douglas P. Williams Officer)
/s/ John L. Bell Director
----------------------------
John L. Bell
/s/ Richard W. Carpenter Director
----------------------------
Richard W. Carpenter
/s/ Bud Carter Director
---------------------------
Bud Carter
/s/ William H. Keogler, Jr. Director
---------------------------
William H. Keogler, Jr.
/s/ Donald S. Moss Director
----------------------------
Donald S. Moss
/s/ Walter W. Sessoms Director
----------------------------
Walter W. Sessoms
/s/ Neil H. Strickland Director
----------------------------
Neil H. Strickland
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EXHIBIT INDEX
Exhibit
Number Description
3.1* Amended and Restated Articles of Incorporation of the
Registrant
3.2* Bylaws of the Registrant
3.2(a)* Amendment No. 1 to Bylaws of the Registrant
4.1 2000 Employee Stock Option Plan
4.2 Independent Director Warrant Plan
5 Opinion of Holland & Knight LLP
23.1 Consent of Holland & Knight LLP (contained in Exhibit 5)
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney (contained on the signature page hereto)
______________
* Incorporated by reference to the Registrant's Registration Statement on
Form S-11 (Commission No. 333-44900), as amended to date.
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