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As filed with the Securities and Exchange Commission on July 2, 1997
REGISTRATION STATEMENT NO. 33-
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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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BRADLEY REAL ESTATE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARYLAND 04-6034603
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
40 SKOKIE BOULEVARD, SUITE 600
NORTHBROOK, ILLINOIS 60062-1626
(847) 272-9800
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
BRADLEY REAL ESTATE, INC. AMENDED AND RESTATED
1993 STOCK OPTION AND INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
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THOMAS P. D'ARCY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
BRADLEY REAL ESTATE, INC.
40 SKOKIE BOULEVARD, SUITE 600
NORTHBROOK, IL 60062-1626
(847) 272-9800
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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WITH COPIES TO:
WILLIAM B. KING, P.C.
GOODWIN, PROCTER & HOAR LLP
EXCHANGE PLACE
53 STATE STREET
BOSTON, MASSACHUSETTS 02109-2881
(617) 570-1000
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<TABLE>
CALCULATION OF REGISTRATION FEE
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Title of Securities Being Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
Registered Registered (1) Price Per Share Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock 600,000 $19.26(2) $11,556,000 $3,502
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</TABLE>
(1) Plus such additional number of shares as may be required pursuant to the
Bradley Real Estate, Inc. Amended and Restated 1993 Stock Option and
Incentive Plan in the event of a stock dividend, reverse stock split,
split-up, recapitalization or other similar event.
(2) This estimate is based on the average of the high and low sales prices of
the common stock of Bradley Real Estate, Inc. par value $.01 per share, as
reported on the New York Stock Exchange on June 30, 1997, pursuant to Rule
457(c) and (h) under the Securities Act, solely for purposes of determining
the registration fee.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
This Registration Statement on Form S-8 relates to shares of the Common
Stock, par value $.01 per share (the "Common Stock"), of Bradley Real Estate,
Inc. (the "Registrant"), which may be issued under the Registrant's Amended and
Restated 1993 Stock Option and Incentive Plan (the "Plan"). Pursuant to General
Instruction E of Form S-8, the Registrant hereby incorporates by reference the
contents of the Registrant's Post-Effective Amendment No. 1 to Registration
Statement on Form S-8 (No. 33-65180) as previously filed with the Securities and
Exchange Commission (the "Commission") on December 30, 1994, covering 450,000
shares of Common Stock that may be issued pursuant to the Plan. This
Registration Statement is being filed to register an additional 600,000 shares
of the Registrant's Common Stock subject to issuance under the Plan.
The Registrant also incorporates by reference the documents listed in
(a) through (d) below, which have previously been filed with the Commission.
(a) The Registrant's Annual Report on Form 10-K405 for the fiscal
year ended December 31, 1996 filed March 31, 1997.
(b) The Registrant's Annual Report on Form 10-K405/A for the fiscal
year ended December 31, 1996 filed May 12, 1997.
(c) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997 filed May 14, 1997.
(d) The description of the Registrant's Common Stock contained in or
incorporated by reference in its Registration Statement on Form
8-A (File No. 1-10328) filed August 6, 1994, effective October
17, 1994.
In addition, all documents subsequently filed with the Commission by
the Registrant pursuant to Sections 13(a) and 13(c), Section 14 and Section
15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein or in any subsequently filed document which
also is incorporated or 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. INTEREST OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of the Registrants's Common Stock to be
offered hereby will be passed upon for the Registrant by Goodwin, Procter & Hoar
LLP, Boston, Massachusetts. William B. King, whose professional corporation is a
partner of Goodwin, Procter & Hoar LLP, is Secretary (but not an executive
officer) of the Registrant and is the beneficial owner of approximately 8,700
shares of the Registrant's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Maryland General Corporation Law ("MGCL") permits a Maryland
corporation to include in its charter a provision limiting the liability of its
directors and officers to the corporation and its stockholders for money damages
except for liability resulting from (i) actual receipt of an improper benefit or
profit in money, property or services or (ii) active and deliberate dishonesty
established by a final judgment as being material to the cause of action. The
charter of the Registrant contains such a provision which eliminates such
liability to the maximum extent permitted by Maryland law.
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The charter of the Registrant authorizes it, to the maximum extent
permitted by Maryland law, to obligate itself to indemnify and to pay or
reimburse reasonable expenses in advance of final disposition of a proceeding to
(i) any present or former director, officer, agent, employee or plan
administrator of the Registrant or of its predecessor Bradley Real Estate Trust
(the "Trust") or (ii) any individual who, at the request of the Registrant,
serves or has served in any of these capacities with another corporation,
partnership, joint venture, trust, employee benefit plan or any other
enterprise. The By-laws of the Registrant obligate it, to the maximum extent
permitted by Maryland law, to indemnify (a) any present or former director or
officer of the Registrant, (b) any individual who, at the request of the
Registrant, serves or has served another corporation, partnership, joint
venture, trust or other enterprise as a director or officer or (c) any present
or former Trustee or officer of the Trust.
The MGCL requires a corporation (unless its charter provides otherwise,
which the Registrant's charter does not) to indemnify a director or officer who
has been successful, on the merits or otherwise, in the defense of any
proceeding to which he is made a party by reason of his service in that
capacity. The MGCL permits a corporation to indemnify its present and former
directors and officers, among others, 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. However, a Maryland corporation
may not indemnify for an adverse judgment in a suit by or in the right of the
corporation. In addition, the MGCL requires a corporation as a condition to
advancing expenses, to obtain (x) a written affirmation by the director or
officer of his good faith belief that he has met the standard of conduct
necessary for indemnification by the corporation as authorized by the By-laws
and (y) a written statement by or on his behalf to repay the amount paid or
reimbursed by the corporation if it shall ultimately be determined that the
standard of conduct was not met.
The Registrant has claims-made directors and officers liability
insurance policies that insure the directors and officers of the Company against
loss from claimed wrongful acts and insure the Registrant for indemnifying the
directors and officers against such loss. The policy limits of liability are
$10,000,000 in the aggregate each policy year and are subject to a retention of
$150,000 of loss by the Company.
ITEM 8. EXHIBITS.
The following is a complete list of exhibits filed or incorporated by
reference as part of this Registration Statement.
Exhibits
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+4.1 Form of Stock Certificate for shares of Common Stock of the
Registrant, incorporated by reference to Exhibit 4.1 of the
Registrant's Current Report on Form 8-K dated October 17, 1994.
+4.2 Articles of Amendment and Restatement of the Registrant,
incorporated by reference to Exhibit 3.1 of the Registrant's
Current Report on Form 8-K dated October 17, 1994.
+4.3 By-laws of the Registrant incorporated by reference to Exhibit
3.3 of the Registrant's Current Report on Form 8-K dated October
17, 1994.
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered.
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1
hereto).
23.2 Consent of KPMG Peat Marwick LLP, Independent Accountants.
24.1 Powers of Attorney (included on the signature page of this
Registration Statement).
+99.1 Bradley Real Estate, Inc. Amended and Restated 1993 Stock Option
and Incentive Plan, incorporated by reference to Exhibit 10.4 of
the Registrant's Annual Report on Form 10-K405 dated March 19,
1997.
- ---------------
+ Previously Filed
ITEM 9. UNDERTAKINGS
(a) 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:
2
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(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.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table
in the effective registration statement; and
(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) herein do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the undersigned Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the registration
statement.
(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) 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
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) 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) 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 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 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.
3
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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 the City of Northbrook, State of Illinois, on the day of
May 30, 1997.
BRADLEY REAL ESTATE, INC.
By: /s/ Thomas P. D'Arcy
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Thomas P. D'Arcy, President
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, each of whom also constitutes and
appoints Thomas P. D'Arcy and Irving E. Lingo, Jr., and each of them singly, his
true and lawful attorney-in-fact and agent, for him, 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 to this Registration
Statement, and any other documents in connection therewith with the Securities
and Exchange Commission, granting unto each attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that each attorney-in-fact and
agent or his substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
Name Title Date
/s/ Thomas P. D'Arcy President, Chief Executive Officer May 30, 1997
- -------------------------- and Director
Thomas P. D'Arcy
/s/ Irving E. Lingo, Jr. Senior Vice President and Chief May 30, 1997
- -------------------------- Financial Officer
Irving E. Lingo, Jr.
/s/ David M. Garfinkle Controller May 30, 1997
- --------------------------
David M. Garfinkle
/s/ Joseph E. Hakim Director, Chairman of the Board May 30, 1997
- --------------------------
Joseph E. Hakim
/s/ William L. Brown Director May 30, 1997
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William L. Brown
/s/ Stephen G. Kasnet Director May 30, 1997
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Stephen G. Kasnet
/s/ Paul G. Kirk, Jr. Director May 30, 1997
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Paul G. Kirk, Jr.
/s/ W. Nicholas Thorndike Director May 30, 1997
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W. Nicholas Thorndike
/s/ A. Robert Towbin Director May 30, 1997
- --------------------------
A. Robert Towbin
4
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EXHIBIT INDEX
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Exhibit No. Description
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+4.1 Form of Stock Certificate for shares of Common Stock
of the Registrant.
+4.2 Articles of Amendment and Restatement of Bradley
Real Estate, Inc.
+4.3 By-laws of the Registrant.
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality
of the securities being registered.
23.1 Consent of Goodwin, Procter & Hoar LLP (included in
Exhibit 5.1 hereto).
23.2 Consent of KPMG Peat Marwick LLP, Independent Accountants.
24.1 Powers of Attorney (included on the signature page of this
Registration Statement).
+99.1 Bradley Real Estate, Inc. Amended and Restated 1993 Stock
Option and Incentive Plan.
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+ Previously Filed
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EXHIBIT 5.1
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[Goodwin, Procter & Hoar LLP Letterhead]
July 1, 1997
Bradley Real Estate, Inc.
40 Skokie Boulevard, Suite 600
Northbrook, IL 60062-1626
RE: Legality of Securities to be Registered Under Registration
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Statement on Form S-8
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Ladies and Gentlemen:
This opinion is furnished in connection with the filing of a
Registration Statement on Form S-8 (the "Registration Statement"), pursuant to
the Securities Act of 1933, as amended (the "Securities Act"), of 600,000 shares
(the "Shares") of common stock, par value $.01 per share (the "Common Stock"),
of Bradley Real Estate, Inc., a Maryland corporation (the "Company").
In connection with rendering this opinion, we have examined the
Articles of Amendment and Restatement of the Company, as amended and restated to
the date hereof; the By-laws of the Company; such records of the corporate
proceedings of the Company as we deem appropriate for the purposes of this
opinion; the Registration Statement; and the Bradley Real Estate, Inc. Amended
and Restated 1993 Stock Option and Incentive Plan (the "Plan").
We are attorneys admitted to practice in The Commonwealth of
Massachusetts. We express no opinion concerning the laws of any jurisdictions
other than the laws of the United States of America, the laws of The
Commonwealth of Massachusetts and the Maryland General Corporation Law.
Based upon the foregoing, we are of the opinion that when the Shares
have been issued and paid for in accordance with the terms of the Plan, such
Shares will be duly authorized, validly issued, fully paid and non-assessable.
The foregoing assumes that all requisite steps will be taken to comply
with the requirements of the Securities Act and applicable requirements of state
laws regulating the offer and sale of securities.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ GOODWIN, PROCTER & HOAR LLP
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GOODWIN, PROCTER & HOAR LLP
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EXHIBIT 23.2
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CONSENT OF KPMG PEAT MARWICK LLP
The Board of Directors
Bradley Real Estate, Inc.:
We consent to the use of our report dated January 24, 1997, except as
to Note 10 which is dated as of March 13, 1997, on the consolidated financial
statements and schedule of Bradley Real Estate, Inc. as of December 31, 1996
and 1995, and for each of the years in the three-year period ended December 31,
1996, incorporated by reference herein, in this Registration Statement on
Form S-8.
/s/ KPMG PEAT MARWICK LLP
Chicago, Illinois
July 2, 1997
