As filed with the Securities and Exchange Commission on December 11, 1997
Registration No. 333-
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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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COUSINS PROPERTIES INCORPORATED
(Exact name of registrant as specified in its charter)
Georgia 58-0869052
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2500 Windy Ridge Parkway
Atlanta, Georgia 30339-5683
(Address, including zip code, of registrant's principal executive offices)
COUSINS PROPERTIES INCORPORATED
1995 STOCK INCENTIVE PLAN
COUSINS PROPERTIES INCORPORATED STOCK PLAN
FOR OUTSIDE DIRECTORS, AS AMENDED
(Full title of the plans)
TOM G. CHARLESWORTH
Senior Vice President, Secretary and General Counsel
Cousins Properties Incorporated
2500 Windy Ridge Parkway
Atlanta, Georgia 30339-5683
(770) 955-2200
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
ALAN J. PRINCE, ESQ.
King & Spalding
191 Peachtree Street
Atlanta, Georgia 30303-1763
(404) 572-4600
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum
Amount to Offering Price Per Aggregate Offering Amount of
Title of Securities to be Registered be Registered Share(1) Price(1) Registration Fee
- ------------------------------------ ------------- ------------------ ------------------ ----------------
Common Stock, par value $1.00 per share 825,000 $30.6875 $25,317,188 $7,469N
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</TABLE>
(1) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(h) on the basis of the high and low prices of Common
Stock of Cousins Properties Incorporated on December 10, 1997.
<PAGE>
PART II
This Registration Statement on Form S-8 relates to (i) an additional
500,000 shares of common stock, par value $1.00 (the "Common Stock"), of Cousins
Properties Incorporated (the "Company") to be issued to employees of the Company
and certain subsidiaries pursuant to the Cousins Properties Incorporated 1995
Stock Incentive Plan and (ii) an additional 325,000 shares to be issued to
outside directors pursuant to the Cousins Properties Incorporated Stock Plan for
Outside Directors. As permitted by General Instruction E (Registration of
Additional Securities) to Form S-8, this Registration Statement omits certain
information otherwise required by Form S-8.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
-----------------------------------------------
The following documents filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference into this
Registration Statement:
1. The Annual Report of the Company on Form 10-K for the fiscal
year ended December 31, 1996;
2. All reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since December 31, 1996;
3. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A (File No.
1-11312) dated August 4, 1992, filed under the Exchange Act,
including any amendment or report filed for the purpose of
updating such description; and
4. The Company's Registration Statement on Form S-8 (File No.
33-56787) filed with the Commission on December 8, 1994.
All documents filed by the Company subsequent to the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all such 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.
Item 4. Description of Securities
-------------------------
Inapplicable.
Item 5. Interest of Named Experts and Counsel
-------------------------------------
Inapplicable.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Inapplicable.
Item 7. Exemptions from Registration Claimed
------------------------------------
Inapplicable.
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<PAGE>
Item 8. Exhibits
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Exhibit Description
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5.1 Opinion of King & Spalding
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Ernst & Young LLP -
CSC Associates, L.P.
23.3 Consent of Ernst & Young LLP -
Haywood Mall Associates
23.4 Consent of King & Spalding (included in
Exhibit 5.1)
24.1 Power of Attorney (included on signature
page)
99.1 Cousins Properties Incorporated 1995 Stock
Incentive Plan (filed as Exhibit A to the
Company's Proxy Statement dated March 29,
1996 and incorporated herein by reference
thereto)
99.2 Cousins Properties Incorporated Stock Plan
for Outside Directors, as amended (filed as
Exhibit B to the Company's Proxy Statement
dated March 28, 1997 and incorporated
herein by reference thereto)
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:
(A) To include any prospectus required
by Section 10(a)(3) of the Securities
Act of 1933;
(B) 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% change
in the maximum aggregate offering price
set forth in the "Calculation of
Registration Fee" table in the effective
registration statement; and
(C) 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;
(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.
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<PAGE>
(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 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.
EXPERTS
The financial statements of the Company incorporated in this
Registration Statement by reference from the Company's Annual Report on Form
10-K for the year ended December 31, 1996 have been audited by Arthur Andersen
LLP, independent auditors, as stated in their report appearing in such Form
10-K, and have been so incorporated in reliance upon the report of such firm
given upon their authority as experts in accounting and auditing. In that
report, that firm states, with respect to certain joint ventures, its opinion
is based on the reports of other independent public accountants, namely Ernst
& Young LLP. The financial statements and supporting schedules referred to
above have been incorporated by reference herein in reliance upon the
authority of said firms as experts in giving said reports.
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<PAGE>
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 Cobb County, State of Georgia on the 11th day of
December, 1997.
COUSINS PROPERTIES INCORPORATED
By: /s/ Tom G. Charlesworth
Tom G. Charlesworth
Senior Vice President,
Secretary and General Counsel
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Daniel M. DuPree, Tom G. Charlesworth
and Peter A. Tartikoff and each of them, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such persons and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same with all exhibits thereto and other documents
in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and to perform each and every act and thing requisite or 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, and any of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacity indicated on the 11th day of December, 1997.
Signature Title
--------- -----
/s/ Thomas G. Cousins Chairman of the Board of Directors
Thomas G. Cousins and Chief Executive Officer
(Principal Executive Officer)
/s/ Peter A. Tartikoff Senior Vice President and Chief
Peter A. Tartikoff Financial Officer (Principal Financial
Officer)
/s/ Kelly Barrett Senior Vice President--Finance
Kelly Barrett (Principal Accounting Officer)
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<PAGE>
Signature Title
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/s/ Richard W. Courts, II Director
Richard W. Courts, II
/s/ Terence C. Golden Director
Terence C. Golden
/s/ Boone A. Knox Director
Boone A. Knox
/s/ William Porter Payne Director
William Porter Payne
/s/ Richard E. Salomon Director
Richard E. Salomon
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<PAGE>
EXHIBIT INDEX
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Exhibit Description
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5.1 Opinion of King & Spalding
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Ernst & Young LLP -
CSC Associates, L.P.
23.3 Consent of Ernst & Young LLP -
Haywood Mall Associates
23.4 Consent of King & Spalding (included
in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
99.1 Cousins Properties Incorporated 1995
Stock Incentive Plan (filed as Exhibit A to the Company's
Proxy Statement dated March 29, 1997 and incorporated
herein by reference thereto)
99.2 Cousins Properties Incorporated Stock Plan for Outside
Directors, as amended (filed as Exhibit B to the Company's
Proxy Statement dated March 28, 1996 and incorporated
herein by reference thereto)
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<PAGE>
EXHIBIT 5.1
(King & Spalding Letterhead)
KING & SPALDING
191 Peachtree Street
Atlanta, Georgia 30303-1763
Telephone: 404/572-4600
Facsimile: 404/572/5100
December 11, 1997
Cousins Properties Incorporated
2500 Windy Ridge Parkway
Atlanta, Georgia 30339
Re: Cousins Properties Incorporated--Form S-8 Registration Statement
Gentlemen:
We have acted as counsel for Cousins Properties Incorporated, a Georgia
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission. The Registration Statement relates
to (i) an additional 500,000 shares of the Company's common stock, par value
$1.00 per share, to be issued pursuant to, or issued upon the exercise of
options granted pursuant to, the Cousins Properties Incorporated 1995 Stock
Incentive Plan, as amended, and (ii) an additional 325,000 shares of Common
Stock to be issued pursuant to, or issued upon the exercise of options granted
pursuant to, the Cousins Properties Incorporated Stock Plan for Outside
Directors, as amended (together with the 1995 Stock Incentive Plan, the "Stock
Plans") (all such shares and options referred to in clauses (i) and (ii) are
referred to herein as the "Shares" and "Options," respectively).
As such counsel, we have examined and relied upon such records,
documents, certificates and other instruments as in our judgment are necessary
or appropriate to form the basis for the opinions hereinafter set forth. In all
such examinations, we have assumed the genuineness of signatures on original
documents and the conformity to such original documents of all copies submitted
to us as certified, conformed or photographic copies, and as to certificates of
public officials, we have assumed the same to have been properly given and to be
accurate.
For purposes of this opinion, we have assumed the following: (i) the
Shares that may be issued pursuant to the Stock Plans or upon exercise of the
Options granted pursuant to the Stock Plans will continue to be duly authorized
on the dates of such issuance and (ii) on the date on which any Option is
exercised, such Option will have been duly executed, issued and delivered by the
Company and will constitute the legal, valid and binding obligation of the
Company, enforceable
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<PAGE>
Cousins Properties Incorporated
December 11, 1997
Page 2
against the Company in accordance with its terms subject, as to enforceability,
to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors' rights generally, general equitable principles and the
discretion of courts in granting equitable remedies.
The opinions expressed herein are limited in all respects to the
federal laws of the United States of America and laws of the State of Georgia,
and no opinion is expressed with respect to the laws of any other jurisdiction
or any effect which such laws may have on the opinions expressed herein. This
opinion is limited to the matters stated herein, and no opinion is implied or
may be inferred beyond the matters expressly stated herein.
Based upon the foregoing and subject to the limitations, qualifications
and assumptions set forth herein, we are of the opinion that:
a. The Shares are duly authorized; and
b. When the Shares are issued pursuant to the Stock Plans or upon
exercise of the Options granted pursuant the Stock Plans
against payment therefor, as the case may be, as provided in
the Stock Plans, such Shares will be validly issued, fully
paid and nonassessable.
This opinion is given as of the date hereof, and we assume no
obligation to advise you after the date hereof of facts or circumstances that
come to our attention or changes in law that occur which could affect the
opinions contained herein. This letter is being rendered solely for the benefit
of Cousins Properties Incorporated in connection with the matters addressed
herein. This opinion may not be furnished to or relied upon by any person or
entity for any purpose without our prior written consent.
We consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ King & Spalding
KING & SPALDING
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<PAGE>
EXHIBIT 23.1
Consent of Arthur Andersen LLP
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 14,
1997 included and incorporated by reference in Cousins Properties
Incorporated's Form 10-K for the year ended December 31, 1996 and to all
references to our Firm included in this Registration Statement.
Arthur Andersen LLP
Atlanta, Georgia
December 10, 1997
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<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) pertaining to Cousins Properties Incorporated
1995 Stock Incentive Plan and the Cousins Properties Incorporated Stock Plan for
Outside Directors, as Amended, and to the incorporation by reference therein of
our report dated January 31, 1997, with respect to the financial statements and
schedule of CSC Associates, L.P., included in the Form 10-K of Cousins
Properties Incorporated for the year ended December 31, 1996, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Atlanta, Georgia
December 8, 1997
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<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts"
in the Registration Statement (Form S-8 to be filed on December 11, 1997)
pertaining to the Cousins Properties Incorporated 1995 Stock Incentive Plan
and the Cousins Properties Incorporated Stock Plan for Outside Directors, as
Amended, and the incorporation by reference therein of our report dated
January 31, 1997, with respect to the financial statements and schedule of CSC
Associates, L.P. and our report dated February 6, 1997, with respect to the
financial statements and schedule of Haywood Mall Associates, included in the
Form 10-K of Cousins Properties Incorporated for the year ended December 31,
1996, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Atlanta, Georgia
December 8, 1997
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