<PAGE>
As filed with the Securities and Exchange Commission on January 20, 2000
File No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
________________
CABOT INDUSTRIAL TRUST
(Exact name of registrant as specified in its charter)
MARYLAND 04-3397866
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
Two Center Plaza, Suite 200 02108
Boston, Massachusetts 02108 (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code:
(617) 723-0900
CABOT INDUSTRIAL TRUST
1999 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
Robert E. Patterson
President
Cabot Industrial Trust
Two Center Plaza, Suite 200
Boston, Massachusetts 02108
(617) 723-0900
(Agent for Service)
_____________
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CALCULATION OF REGISTRATION FEE
==================================================================================================================
Proposed Proposed
Maximum Maximum
Title of Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share(1) Offering Price(1) Registration Fee
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares of Beneficial
Interest, par value $.01 per 2,000,000 $19.7813 $39,562,600 $10,444.53
share (including related Shares
preferred share purchase rights)
==================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee on the
basis of the average of the high and low prices for the Common Shares as
reported on the New York Stock Exchange on January 12, 2000.
================================================================================
<PAGE>
Part II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 3. Incorporation of documents by reference.
The following documents, which have heretofore been filed by Cabot Industrial
Trust ("Cabot Trust") with the Securities and Exchange Commission (the "SEC")
are incorporated by reference herein and shall be deemed to be a part hereof:
(a) Annual Report on Form 10-K for the year ended December 31, 1998
and amended by Form 10-K/A filed with the SEC on April 20, 1999;
(b) Quarterly Report on Form 10-Q for the quarters ended March 31,
1999, June 30, 1999, and September 30, 1999;
(c) Current Report on Form 8-K filed on January 29, 1999, March 22,
1999, April 1, 1999, April 29, 1999, May 4, 1999, July 30, 1999
and September 10, 1999, and the Form 8-K/A filed April 26, 1999;
and
(d) The description of Cabot Trust's Common Shares contained in Cabot
Trust's registration statement on Form 8-A filed with the SEC on
January 27, 1998.
The Securities and Exchange Commission has assigned file number 1-13829 to the
reports and other information that Cabot Trust files with the Securities and
Exchange Commission.
All documents subsequently filed by Cabot Trust pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (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, shall be deemed to be incorporated herein by
reference and shall be deemed 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.
The validity of the issuance of the Common Shares registered under this
Registration Statement is being passed upon for Cabot Trust by the law firm of
Mayer, Brown & Platt, Chicago, Illinois.
Item 6. Indemnification of Trustees and Officers.
II-1
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Article 9, Section 1 of Cabot Trust's Declaration of Trust provides as
follows with respect to the limitation of liability for Trustees and officers
and indemnification:
"To the maximum extent that Maryland law in effect from time to time
permits limitation of the liability of trustees and officers of a REIT,
no trustee or officer of the Trust shall be liable to the Trust or to
any shareholder for money damages. Neither the amendment nor the repeal
of this Section 1, nor the adoption or amendment of any other provision
of this Declaration of Trust inconsistent with this Section 1, shall
apply to or affect in any respect the applicability of the preceding
sentence with respect to any act or failure to act which occurred prior
to such amendment, repeal or adoption. In the absence of any Maryland
statute limiting the liability of trustees or officers of a Maryland
REIT for money damages in a suit by or on behalf of the Trust or by any
shareholder, no trustee or officer of the Trust shall be liable to the
Trust or to any shareholder for money damages except to the extent that
(a) the trustee or officer actually received an improper benefit or
profit in money, property or services, for the amount of the benefit or
profit in money, property or services actually received or (b) a
judgment or other final adjudication adverse to the trustee or officer
is entered in a proceeding based on a finding in the proceeding that
the trustee's or officer's action or failure to act was the result of
active and deliberate dishonesty and was material to the cause of the
action adjudicated in the proceeding."
Article 9, Section 3 of the Registrant's Declaration of Trust provides
as follows with respect to the indemnification of Trustees and officers:
"Notwithstanding any other provisions of this Declaration of Trust, the
Trust, for the purpose of providing indemnification for its Trustees
and officers, shall have the authority, without specific shareholder
approval, to enter into insurance or other arrangements to indemnify
all Trustees and officers of the Trust against any and all liabilities
and expenses incurred by them by reason of their being Trustees or
officers of the Trust, whether or not the Trust would otherwise have
the power under this Declaration of Trust or under Maryland law to
indemnify such persons against such liability. Without limiting the
power of the Trust to procure or maintain any kind of insurance or
other arrangement, the Trust may, for the benefit of persons
indemnified by it, (a) create a trust fund, (b) establish any form of
self-insurance, (c) secure its indemnity obligation by grant of any
security interest or other lien on the assets of the Trust, or (d)
establish a letter of credit, guaranty or surety arrangement. Any such
insurance or other arrangement may be procured, maintained or
established within the Trust or with any insurer or other person deemed
appropriate by the Board regardless of whether all or part of the stock
or other securities thereof are owned in whole or in part by the Trust.
In absence of fraud, the judgment of the Board as to the terms and
conditions of insurance or other arrangement and the identity of the
insurer or other person participating in any arrangement shall be
conclusive, and such insurance or other arrangement shall not be
subject to voidability, nor subject the Trustees approving such
insurance or other arrangement to liability on any ground, regardless
of whether Trustees participating and approving such insurance or other
arrangement shall be beneficiaries thereof."
Cabot Trust has entered into indemnity agreements with each of its
officers and Trustees which provide for reimbursement of all expenses and
liabilities of such officer or Trustee, arising out of any lawsuit or claim
against such officer or Trustee due to the fact that such person was or is
serving as an officer or Trustee, except for such liabilities and expenses (a)
the payment of which is judicially determined
II-2
<PAGE>
to be unlawful, (b) relating to claims under Section 16(b) of the Securities
Exchange Act of 1934 or (c) relating to judicially determined criminal
violations.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Index to Exhibits.
Item 9. Undertakings.
A. Rule 415 Offering.
-----------------
The undersigned registrant 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 prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(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 (A)(1)(i) and
-------- -------
(A)(1)(ii) do not apply if the registration statement is
on Form S-3 or Form S-8, and the information required to
be included in a post-effective amendment by those
paragraphs is 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 the
registration statement.
II-3
<PAGE>
2. That, for the purpose of determining any liability under the
Securities Act of 1933, 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. Filings Incorporating Subsequent Exchange Act Documents by Reference.
--------------------------------------------------------------------
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, 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 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.
C. Indemnification of Directors and Officers.
-----------------------------------------
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions of the registrant's charter or by-laws 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 Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-4
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned trustees and
officers, hereby constitutes and appoints Ferdinand Colloredo-Mansfeld, Robert
E., Patterson, Franz Colloredo-Mansfeld, and Neil E. Waisnor, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, with full power to act alone, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto, and any and all 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 any and all acts and things requisite and necessary to be done in
and about the premises, as fully and 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 any of them, or his substitute or nominee, may
lawfully do or cause to be done by virtue hereof.
II-5
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Boston, Commonwealth of Massachusetts, on January 20,
2000.
CABOT INDUSTRIAL TRUST
By /s/ Robert E. Patterson
---------------------------
Robert E. Patterson
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Ferdinand Colloredo-Mansfeld Chairman of the Board, Chief January 20, 2000
-----------------------------------
Ferdinand Colloredo-Mansfeld Executive Officer, Trustee
(Principal Executive Officer)
/s/ Robert E. Patterson President, Trustee January 20, 2000
-----------------------------------
Robert E. Patterson
/s/ Franz Colloredo-Mansfeld Chief Financial Officer, January 20, 2000
-----------------------------------
Franz Colloredo-Mansfeld (Principal Financial Officer)
/s/ Neil E. Waisnor Senior Vice President--Finance, January 20, 2000
-----------------------------------
Neil E. Waisnor Treasurer, Secretary
(Principal Accounting Officer)
/s/ Christopher C. Milliken Trustee January 20, 2000
-----------------------------------
Christopher C. Milliken
/s/ Maurice Segall Trustee January 20, 2000
-----------------------------------
Maurice Segall
/s/ W. Nicholas Thorndike Trustee January 20, 2000
-----------------------------------
W. Nicholas Thorndike
/s/ Ronald L. Skates Trustee January 20, 2000
-----------------------------------
Ronald L. Skates
/s/ George M. Lovejoy, Jr. Trustee January 20, 2000
-----------------------------------
George M. Lovejoy, Jr.
</TABLE>
II-6
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit
Number Description of Document
- ------ -----------------------
4.1 Amended and Restated Declaration of Trust of the Company, dated
January 26, 1998 (incorporated by reference to Exhibit 3.1 to the
Company's Form S-11 Registration Statement No. 333-38383 (the
"Form S-11")).
4.2 Amended and Restated Bylaws (incorporated by reference to Exhibit
2 to the Company's Form 8-K dated September 10, 1998).
4.3 Second Amended and Restated Agreement of Limited Partnership of
Cabot Industrial Properties, L.P., dated February 4, 1998
(incorporated by reference to Exhibit 3.5 to the Form S-11).
4.4 Form of Common Share Certificate (incorporated by reference to
Exhibit 3.4 to the Form S-11).
4.5 Rights Agreement between the Company and BankBoston, N.A., as
Right Agent, dated as of June 11, 1998 and amended and restated as
of September 10, 1998 including the form of Rights Certificate
(incorporated by reference to Exhibit 1 to the Company's Form 8-K
dated September 10, 1998).
5.1 Opinion of Mayer, Brown & Platt as to the validity of the Common
Shares.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of KPMG LLP
23.3 Consent of Mayer, Brown & Platt (included in the opinions filed as
Exhibit 5.1 to this Registration Statement).
24.1 Power of Attorney pursuant to which amendments to this
Registration Statement may be filed (included on page II-5 of this
Registration Statement).
II-7
<PAGE>
Exhibit 5
January 20, 2000
Cabot Industrial Trust
Two Center Plaza, Suite 200
Boston, Massachusetts 02108
Re: Registration Statement on Form S-8
1999 Long-Term Incentive Plan
Ladies and Gentlemen:
We have acted as counsel to Cabot Industrial Trust, a Maryland real
estate investment trust (the "Company"), in connection with the proceedings (the
"Company Proceedings") taken and to be taken relating to the registration by the
Company of an aggregate of 2,000,000 of its common shares of beneficial
interest, par value $.01 per share (the "Common Shares"), with the Securities
and Exchange Commission (the "SEC") in connection with the Cabot Industrial
Trust 1999 Long-Term Incentive Plan (the "Plan"). We have also participated in
the preparation and filing with the SEC under the Securities Act of 1933, as
amended, of a registration statement on Form S-8 (the "Registration Statement")
relating to the Common Shares to be issued pursuant to the Plan.
As counsel to the Company, we have examined originals or copies
certified to our satisfaction of the Company's Articles of Amendment and
Restatement and Amended and Restated Bylaws, resolution of the Board of Trustees
and such other Company records, instruments, certificates and documents and such
questions of law as we considered necessary or appropriate to enable us to
express this opinion. As to certain facts material to our opinion, we have
relied, to the extent we deem such reliance proper, upon certificates of public
officials and officers of the Company. In rendering this opinion, 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 photostatic copies.
Based upon and subject to the foregoing and to the assumptions,
limitations and conditions set forth herein, we are of the opinion that, upon
completion of the Company Proceedings, the Common Shares will have been validly
issued and delivered in accordance with the Company Proceedings and
1
<PAGE>
the Plan, the Common Shares will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ MAYER, BROWN & PLATT
2
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our reports
covering the audited historical financial statements of Cabot Industrial Trust,
dated February 9, 1999 (except with respect to the matters discussed in Note 13,
as to which the date is March 8, 1999), Cabot Partners Limited Partnership,
dated March 27, 1998, Arizona Property, dated January 28, 1999, Hemmer
Properties Group, dated January 28, 1999 and Rushmore Properties Group, dated
March 30, 1999, incorporated by reference into this registration statement of
Cabot Industrial Trust on Form S-8.
/s/ Arthur Andersen LLP
Boston, Massachusetts
January 17, 2000
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
To Board of Trustees
Cabot Industrial Trust:
We consent to incorporation by reference herein of our report dated March 29,
1999, with respect to the combined statement of revenue and certain expenses of
the Stayton Drive and Corridor Properties for the year ended December 31, 1998,
incorporated by reference herein this registration statement on Form S-8 of
Cabot Industrial Trust.
/s/ KPMG LLP
Los Angeles, California
January 17, 2000
