As filed with the Securities and Exchange Commission on
August 27, 1998
Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
CV REIT, INC.
(Exact name of registrant as specified in its charter)
Delaware 59-0950354
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
100 Century Boulevard
West Palm Beach, Florida 33417
(Address of principal executive offices) (Zip code)
CV REIT, INC. NON-EMPLOYEE DIRECTOR 1998 STOCK OPTION PLAN
(Full title of the plan)
Louis P. Meshon
CV Reit, Inc.
100 Century Boulevard
West Palm Beach, Florida 33417
(Name and address, including zip code, of agent for service)
(561) 640-3155
(Telephone number, including area code, of agent for service)
_________________________________
Copies of all communications to:
Gail Sanger, Esq.
Proskauer Rose LLP
1585 Broadway
New York, NY 10036-8299
(212) 969-3333
_________________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount to be Proposed Proposed Amount of
securities to registered(1) maximum maximum registration
be registered offering aggregate fee
price per offering price
share
<S> <C> <C> <C> <C>
Common Stock, 125,000 $13.375(2) $1,671,875 $493.20
par value shares
$.01 per share
Common Stock,
par value $.01
per share 25,000 $14.50 $362,500(3) $106.94
shares
Totals
150,000 $2,034,375 $600.14
shares
</TABLE>
(1) Represents the maximum number of shares (150,000) as to which
options may be granted under the CV Reit, Inc. Non-Employee Director
1998 Stock Option Plan (the "Director Plan"). Pursuant to Rule 416
promulgated under the Securities Act of 1933, as amended, this
Registration Statement also registers such additional indeterminate
number of shares as may be required to cover possible adjustments under
the Director Plan.
(2) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(h) calculated on the basis of the high and low
sale prices of the Common Stock as reported on the New York Stock
Exchange on August 26, 1998.
(3) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(h) and based on an exercise price of $14.50 per
share with respect to options granted to purchase 25,000 shares.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
CV Reit, Inc., a Delaware corporation (the "Corporation" or the
"Registrant"), is registering herewith 150,000 shares of its common
stock, par value $.01 per share (the "Common Stock"), which are issuable
pursuant to the Director Plan.
Item 3. Incorporation of Documents By Reference.
The following documents filed with the Securities and Exchange
Commission by the Corporation are incorporated herein by reference:
(1) The Corporation's Annual Report filed on Form 10-K for the
fiscal year ended December 31, 1997.
(2) The Corporation's Quarterly Reports filed on Form 10-Q for
the fiscal quarters ended March 31, 1998 and June 30, 1998.
(3) The Current Reports of the Company on Form 8-K/A dated
June 5, 1998 and on Forms 8-K dated June 25, 1998, June 24, 1998, March
31, 1998 and January 15, 1998.
(4) The description of the Corporation's Common Stock, par
value $.01 per share, contained in the Corporation's Registration
Statement filed on Form 8-K dated August 26, 1998, including any
amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Corporation 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 remaining securities
offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in the
registration statement and to be part thereof from the date of filing
such documents. Any statement in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or
superseded for the 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 statement so modified
or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
<PAGE>
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Corporation is incorporated in Delaware. Under Section 145 of
the General Corporation Law of the State of Delaware, a Delaware
corporation has the power, under specified circumstances, to indemnify
its directors, officers, employees and agents in connection with
actions, suits or proceedings brought against them by a third party or
in the right of the corporation, by reason of the fact that they are or
have agreed to serve as a director, officer, employee or agent, against
expenses incurred in any action, suit or proceeding. Article 6 of the
Corporation's Amended and Restated Certificate of Incorporation provides
for the indemnification of directors and officers to the fullest extent
permitted by applicable law as then in effect and Article 7 of the
Corporation's Amended and Restated By-Laws provides for indemnification
of a director or officer: (i) who was or is a party to any threatened,
pending or completed action, suit or proceeding (other than an action by
or in the right of the Corporation) against expenses incurred in such
action, suit or preceding and any expenses of establishing a right to
indemnification if such person acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe that his or her conduct was unlawful
and/or (ii) who was or is a party to any threatened, pending or
completed action or suit by or in the right of the Corporation against
expenses incurred in such action or suit if such person acted in good
faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the Corporation, except that no
indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his or her duty to the
Corporation unless and only to the extent that the Court of Chancery of
Delaware or the court in which such action or suit was brought shall
determine that such person is fairly and reasonably entitled to
indemnity of such expenses, which the Court of Chancery or other court
shall deem proper.
Section 102(b)(7) of the General Corporation Law of the State of
Delaware provides that a certificate of incorporation may contain a
provision eliminating or limiting the personal liability of a director
to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director provided that such provision shall not
eliminate or limit the liability of a director (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) under Section 174
(relating to liability for unauthorized acquisitions or redemptions of,
or dividends on, capital stock) of the General Corporation Law of the
State of Delaware, or (iv) for any transaction from which the director
derived an improper personal benefit. Article 6 of the Corporation's
Amended and Restated Certificate of Incorporation contains such a
provision.
The Article 7 of the Corporation's Amended and Restated By-Laws
requires the Corporation to purchase insurance for directors, officers,
employees or agents of the Corporation, and persons who serve at the
request of the Corporation as directors, officers, members, employees,
fiduciaries or agents of other enterprises against any expense,
liability or loss incurred in such capacity, whether or not the
Corporation would have the power to indemnify such persons against such
expense or liability under the Amended and Restated By-Laws, provided
such insurance is available on acceptable terms, as determined by the
Board of Directors of the Corporation (the "Board"). The Corporation
maintains insurance coverage for its directors and officers under a
directors and officer's liability insurance policy as well as coverage
to reimburse the Corporation for potential costs of its indemnification
of directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Amended and Restated Certificate of Incorporation of CV
Reit, Inc., filed with Secretary of State of Delaware on December 31,
1997 (incorporated by reference to Appendix C to the proxy statement of
the Corporation filed November 11, 1997)
4.2 Amended and Restated By-laws of CV Reit, Inc.
(incorporated by reference to Appendix D to the proxy statement of the
Corporation filed November 11, 1997)
4.3 CV Reit, Inc. Non-Employee Director 1998 Stock Option Plan
(incorporated by reference to Appendix A to the Proxy Statement of the
Corporation dated December 31, 1997 and filed April 28, 1998)
*5 Opinion of Proskauer Rose LLP
*23.1 Consent of BDO Seidman, LLP
*23.2 Consent of Proskauer Rose LLP (included in Exhibit 5)
*24 Powers of Attorney (included on signature page)
* Filed herewith.
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:
(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 Securities and Exchange Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
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, Form S-8 or Form
F-3, and 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 Securities and Exchange Commission by the
registrant pursuant to Section 13 or 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 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.
(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
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 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.<PAGE>
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 West Palm Beach,
State of Florida, on August 26, 1998.
CV REIT, INC.
By: /s/ Louis P Meshon, Sr.
Louis P. Meshon, Sr., President
and Chief Executive Officer
August 26, 1998
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints Louis P. Meshon, his or her true
and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, to act, for him or her and in his or her name,
place, and stead, in any and all capacities, to sign a Registration
Statement on Form S-8 of CV Reit, Inc. and any or all amendments
(including post-effective amendments) thereto, relating to the
registration, under the Securities Act of 1933, as amended, of shares of
Common Stock of the Company to be issued pursuant to the CV Reit, Inc.
Non-Employee Director 1998 Stock Option Plan, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said
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 in and
about the premises, as full to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, his or her substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
/s/ H. Irwin Levy August 26, 1998
H. Irwin Levy, Chairman of the Board
/s/ Louis P. Meshon, Sr. August 26, 1998
Louis P. Meshon, Sr., President, Chief
Executive Officer and Director
(Principal Executive Officer)
/s/ Elaine Hauff August 26, 1998
Elaine Hauff, Vice President and Treasurer
(Principal Financial Officer
and Principal Accounting Officer)
/s/ Stanley Brenner August 26, 1998
Stanley Brenner, Director
/s/ Stanley S. Cohen August 26, 1998
Stanley S. Cohen, Director
/s/ Allyn L. Levy August 26, 1998
Allyn L. Levy, Director
/s/ Milton S. Schneider August 26, 1998
Milton S. Schneider, Director
/s/ Alan L. Shulman August 26, 1998
Alan L. Shulman, Director<PAGE>
EXHIBIT INDEX
Exhibit Numbers Description
4.1 Amended and Restated Certificate of
Incorporation of CV Reit, Inc.
(Incorporated by reference to Appendix
C to the proxy statement of the
Corporation filed November 11, 1997)
4.2 Amended and Restated By-laws of CV
Reit, Inc. (Incorporated by reference
to Appendix D to the proxy statement of
the Corporation filed November 11,1997)
4.3 CV Reit, Inc. Non-Employee Director
1998 Stock Option Plan (Incorporated
by reference to Appendix A to the
Proxy Statement of the Corporation
dated December 31, 1997 and filed
April 28, 1998)
5 Opinion of Proskauer Rose LLP
23.1 Consent of BDO Seidman, LLP
23.2 Consent of Proskauer Rose LLP
(included in Exhibit 5)
24 Powers of Attorney (included on
signature page)
Exhibit 5
August 26, 1998
CV Reit, Inc.
100 Century Boulevard
West Palm Beach, Florida 33417
Dear Ladies and Gentlemen:
We are acting as counsel to CV Reit, Inc., a Delaware corporation
(the "Company"), in connection with the filing of a Registration
Statement on Form S-8 with exhibits thereto (the "Registration
Statement") by the Company under the Securities Act of 1933, as
amended, and the rules and regulations thereunder, for
registration of up to 150,000 shares of Common Stock, par value
$.01 per share, of the Company (the "Shares"). These Shares are
to be issued by the Company upon the exercise of certain stock
options (the "Options") granted and to be granted to certain
directors of the Company pursuant to the Company's Non-Employee
Director 1998 Stock Option Plan (the "Director Plan").
As such counsel, we have reviewed the corporate proceedings in
connection with the adoption of the Director Plan and have also
examined and relied upon originals or copies, certified or
otherwise authenticated to our satisfaction, of all such
corporate records, documents, agreements, and instruments
relating to the Company, and certificates of public officials and
of representatives of the Company, and have made such
investigations of law, and have discussed with representatives of
the Company and such other persons such questions of fact, as we
have deemed proper and necessary as a basis for rendering this
opinion.
Based upon, and subject to, the foregoing, we are of the opinion
that the Shares are duly authorized and, when and to the extent
issued upon the exercise of the Options in accordance with the
terms of the Director Plan, including payment of the applicable
exercise price therefor, will be, assuming no change in the
applicable law or pertinent facts, validly issued, fully paid,
and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to
the Registration Statement. In giving the foregoing consent, we
do not admit that we are in the category of persons whose consent
is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.
Very truly yours,
PROSKAUER ROSE LLP
Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
CV Reit, Inc.
West Palm Beach, Florida
We hereby consent to the incorporation by reference in the
registration statement of CV Reit, Inc. on Form S-8 of our report
dated March 11, 1998, relating to the consolidated financial
statements and schedule of CV Reit, Inc. appearing in the
December 31, 1997 Annual Report on Form 10-K of CV Reit, Inc.
BDO Seidman, LLP
August 27, 1998
