As filed with the Securities and Exchange Commission on July 1, 1996
Registration No. 333-_______________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
-------------------------
ALEXANDER'S, INC.
(Exact name of Registrant as specified in its charter)
Delaware 51-0100517
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Park 80 West, Plaza II
Saddle Brook, New Jersey 07663
(Address of Principal Executive Offices)
Alexander's, Inc.
Omnibus Stock Plan
(Full title of the plan)
-------------------------
Joseph Macnow
Chief Financial Officer
Alexander's, Inc.
Park 80 West, Plaza II
Saddle Brook, New Jersey 07663
(Name and address of agent for service)
(201) 587-8541
(Telephone number, including area code, of agent for service)
-------------------------
Copies to:
Douglas P. Bartner, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022-6069
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================================
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be to be Offering Price Per Aggregate Registration
Registered Registered Share (*) Offering Price (*) Fee
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 350,000 $73.25 $25,637,500 $8840.52
par value $1.00 per share Shares
===========================================================================================================================
<FN>
(*) The price shown is the average of the high and low prices of the Common
Stock on the New York Stock Exchange consolidated reporting system on
June 25, 1996, in accordance with Rule 457(c), and is being utilized
solely for the purpose of calculating the registration fee.
</FN>
</TABLE>
================================================================================
<PAGE>
2
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
- --------------------
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act, and the "Note" to Part I of Form S-8.
<PAGE>
3
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in this
Registration Statement:
(a) the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995;
(b) the description of the Registrant's common stock, par
value $1.00 per share, contained in the Registrant's Registration
Statement on Form 10 (File No. 1-6064) for registration of such common
stock under the Securities Exchange Act of 1934, as amended (the
"Exchange Act");
(c) the Registrant's Quarterly Report on Form 10-Q for the
three months ended March 31, 1996, filed on May 13, 1996; and
(d) the Registrant's Current Report on Form 8-K filed January
3, 1996.
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 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 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.
Section 145 of the Delaware General Corporation Law empowers a
corporation to indemnify its directors and officers or former directors and
officers and to purchase insurance with respect to liability arising out of
their capacity or status as directors and officers under certain circumstances.
Such law provides further that the indemnification permitted thereunder shall
not be deemed exclusive
<PAGE>
4
of any other rights to which the directors and officers may be entitled under a
corporation's Certificate of Incorporation, By-laws, agreements or otherwise.
The Registrant's Certificate of Incorporation provides that the
Registrant's officers and directors will be indemnified to the fullest extent
permitted by Delaware law. In addition, to the fullest extent permitted by
Delaware law, no director of the Registrant shall be personally liable to the
Registrant or the stockholders for monetary damages for breach of the director's
fiduciary duty. Such provision does not limit a director's liability to the
Registrant or its stockholders resulting from: (i) any breach of the director's
duty of loyalty to the Registrant or its stockholders, (ii) acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in section 174 of the Delaware General Corporation Law
or (iv) any transaction from which the director derived an improper personal
benefit.
The Registrant's Certificate of Incorporation provides that the
Registrant shall pay the expenses incurred by an officer or a director of the
Registrant in defending a civil or criminal action, suit, or proceeding
involving such person's acts or omissions as an officer or a director of the
Registrant 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
Registrant or its stockholders and, with respect to a criminal action or
proceeding, if the person had no reasonable cause to believe his or her conduct
was unlawful. Unless ordered by a court, indemnification of an officer shall be
made by the Registrant only as authorized in a specific case upon the
determination that indemnification of the officer or director is proper under
the circumstances because he or she has met the applicable standard of conduct.
Such determination shall be made (i) by majority vote of the directors of the
Registrant who are not parties to the action, suit or proceeding, (ii) by
independent legal counsel in a written opinion, or (iii) by the stockholders of
the Registrant. The Registrant's Certificate of Incorporation authorizes the
Registrant to pay the expenses incurred by an officer or a director in defending
a civil or criminal action, suit, or proceeding in advance of the final
disposition thereof, upon receipt of an undertaking by or on behalf of such
person to repay the expenses if it is ultimately determined that the person is
not entitled to be indemnified by the Registrant.
The Registrant has the power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee, or agent of
the Registrant or is liable as a director of the Registrant, or is or was
serving, at the request of the Registrant, as a director, officer, employee, or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against any liability asserted against him and incurred by him in
any such capacity or arising out of his status as such, regardless of whether
the Registrant would have power to indemnify him against such liability.
The Registrant has purchased a policy of directors' and officers'
insurance that insures both the Registrant and its officers and directors
against expenses and liabilities of the type normally insured against under such
policies, including the expense of the indemnifications described above.
Item 7. Exemption from Registration Claimed.
Not applicable.
<PAGE>
5
Item 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement:
4.1 Alexander's, Inc. Omnibus Stock Plan.
4.2 Amended and Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-3 (Reg. No.
33-62779)).
4.3 By-laws of the Registrant (incorporated by reference to
Exhibit 3(B) to the Registrant's Annual Report on Form 10-K
filed July 27, 1991).
5 Opinion of Shearman & Sterling re legality of common stock
being registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Shearman & Sterling (included in Exhibit 5).
24 Powers of Attorney (included on signature page).
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
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, 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; and
(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 further undertakes 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 15(d) of the
Exchange Act that is incorporated by
<PAGE>
6
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 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 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 and will be governed by the final adjudication of such issue.
<PAGE>
7
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 Saddle Brook, State of New Jersey on the 1st day
of July, 1996.
ALEXANDER'S, INC.
By: /s/ Joseph Macnow
___________________________________________
Name: Joseph Macnow
Title: Vice President, Chief Financial
Officer
POWER OF ATTORNEY
Each of the undersigned whose signature appears below hereby
constitutes and appoints Steven Roth and Joseph Macnow, and each of them acting
alone, 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 to sign any and all amendments (including post-effective
amendments) and supplements to this Registration Statement and any and all
related registration statements necessary to register additional securities, 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 fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or 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 below by the following persons in
the indicated capacities on July 1, 1996.
Signature Title
--------- -----
/s/ Steven Roth Chief Executive Officer and
_______________________________ Director (principal executive
Steven Roth officer)
<PAGE>
8
/s/ Joseph Macnow Vice President -- Chief
_______________________________ Financial Officer and Principal
Joseph Macnow Accounting Officer (principal
financial officer and principal
accounting officer)
/s/ Thomas R. DiBenedetto Director
_______________________________
Thomas R. DiBenedetto
/s/ David Mandelbaum Director
_______________________________
David Mandelbaum
/s/ Stephen Mann Chairman of the Board of
_______________________________ Directors
Stephen Mann
/s/ Arthur I. Sonnenblick Director
_______________________________
Arthur I. Sonnenblick
/s/ Neil Underberg Director
_______________________________
Neil Underberg
/s/ Richard R. West Director
_______________________________
Richard R. West
/s/ Russell B. Wight, Jr. Director
_______________________________
Russell B. Wight, Jr.
<PAGE>
9
Exhibit Index
Exhibit No. Description of Document
4.1 Alexander's, Inc. Omnibus Stock Plan.
4.2 Amended and Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-3 (Reg. No.
33-62779)).
4.3 By-laws of the Registrant (incorporated by reference to
Exhibit 3(B) to the Registrant's Annual Report on Form 10-K,
filed July 27, 1991).
5 Opinion of Shearman & Sterling re legality of common stock
being registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Shearman & Sterling (included in Exhibit 5).
24 Powers of Attorney (included on signature page).
ALEXANDER'S, INC.
OMNIBUS STOCK PLAN
(as amended through May 22, 1996)
1. PURPOSE. The purpose of the Alexander's, Inc. Omnibus Stock Plan
(the "Plan") is to promote the financial interests of Alexander's, Inc. (the
"Company"), including its growth and performance, by encouraging employees and
officers of the Company and its subsidiaries, employees of Vornado Realty Trust
("Vornado") and its subsidiaries or any other person or entity designated by the
Committee (as defined below) (collectively "Eligible Persons") to acquire an
ownership interest in the Company, enhancing the ability of Company and its
subsidiaries to attract and retain people or entities of outstanding ability,
and providing such persons with a way to acquire or increase their proprietary
interest in the Company's success.
2. SHARES SUBJECT TO THE PLAN. Subject to adjustment as provided in
Section 14, the number of shares of Common Stock, par value $1.00 per share, of
the Company (the "Shares") which shall be available for the grant of awards
under the Plan shall not exceed 700,000. No Participant (as defined in Section
3) shall be granted stock options or stock appreciation rights with respect to
more than 350,000 Shares in any Plan year, subject to adjustment as provided
in Article 14. The Shares issued under the Plan may be authorized and unissued
Shares or treasury Shares, as the Company may from time to time determine.
Shares subject to an award that expires unexercised, that is forfeited,
terminated or cancelled, in whole or in part, or is paid in cash in lieu of
Shares, shall thereafter again be available for grant under the Plan.
3. ADMINISTRATION. The Plan shall be administered by a committee to be
selected by the Board of Directors of the Company, from time to time (the
"Committee"), which shall be comprised of no fewer than two members of the
Board. Each member shall be a member of the Board who is "disinterested" within
the meaning of Rule 16b-3 under the Securities Exchange Act of 1934 (the
"Exchange Act"). A majority of the Committee shall constitute a quorum, and the
acts of a majority shall be the acts of the Committee.
Subject to the provisions of the Plan, the Committee (i) shall select
the Eligible Persons who will be participants in the Plan (the "Participants"),
determine the type of awards to be made to Participants, determine the Shares or
share units subject to awards, and (ii) shall have the authority to interpret
the Plan, to establish, amend, and rescind any rules and regulations relating to
the Plan, to determine the terms and provisions of any agreements entered into
hereunder and to make all determinations necessary or advisable for the
administration of the Plan. The Committee may correct any defect, supply any
omission or reconcile any inconsistency in the Plan or in any award in the
manner and to the extent it shall deem desirable to carry it into effect. The
determinations of the Committee in the administration of the Plan, as described
herein, shall be final and conclusive.
4. ELIGIBILITY. All Eligible Persons who have demonstrated significant
management potential or who have the capacity for contributing in a substantial
measure to the successful performance of the Company, as determined by the
Committee, are eligible to be Participants in the Plan.
5. AWARDS. Awards granted under the Plan may consist of either
incentive stock options within the meaning of Section 422 of the Internal
Revenue Code or non-qualified stock options, provided that only Eligible Persons
who are employees of the Company or its subsidiaries may receive incentive stock
options; stock appreciation rights, performance shares or grants of restricted
stock. Awards of performance shares and restricted stock may provide the
Participant with dividends and voting rights prior to vesting (whether based on
a period of time or based on attainment of specified performance conditions).
6. STOCK OPTIONS. The Committee shall establish the option price at the
time each stock option is granted, which price shall not be less than 100% of
the fair market value of the Shares on the date of grant; provided, that for
incentive stock options granted to persons owning more than 10% of the
outstanding shares of Common Stock, the option price shall not be less than 110%
of the fair market value per share at the date of grant. Stock options shall be
exercisable for such period as specified by the Committee, but in no event may
<PAGE>
options be exercisable more than ten years after their date of grant (five years
in the case of an incentive stock option granted to a ten percent stockholder).
The option price of each Share as to which a stock option is exercised shall be
paid in full at the time of such exercise. Such payment shall be made in cash,
by tender of unrestricted Shares owned by the Participant valued at fair market
value as of the date of exercise, in such other consideration as the Committee
deems appropriate, or by a combination of cash, unrestricted Shares and such
other consideration.
If determined by the Committee at or subsequent to the date of grant of
a stock option, in the event a Participant pays the exercise price of such stock
option (in whole or in part) by tendering Shares owned by the Participant, such
Participant shall automatically be granted a reload stock option for the number
of Shares used to pay the exercise price. The reload stock option shall have
terms and conditions determined by the Committee consistent with this Section.
If a reload stock option is granted as set forth above, one or more successive
reload stock options shall automatically be granted, unless otherwise determined
by the Committee, to a Participant who pays all or part of the exercise price of
any such reload stock option by tendering Shares owned by the Participant.
7. STOCK APPRECIATION RIGHTS. Stock appreciation rights may be granted
in tandem with a stock option, in addition to a stock option, or may be
freestanding and unrelated to a stock option. Stock appreciation rights granted
in tandem with or in addition to a stock option may be granted either at the
same time as the stock option or at a later time. No stock appreciation right
shall be exercisable earlier than six months after grant, except in
the event of the Participant's death or disability. A stock appreciation right
shall entitle the Participant to receive from the Company an amount equal to the
increase of the fair market value of the Share on the exercise of the stock
appreciation right over the grant price. The Committee, in its sole discretion,
shall determine whether the stock appreciation right shall be settled in cash,
Shares or a combination of cash and Shares.
8. PERFORMANCE SHARES. Performance shares may be granted in the form of
actual Shares or share units having a value equal to an identical number of
Shares. In the event that a certificate is issued in respect of Shares subject
to a grant of performance shares, such certificate shall be registered in the
name of the Participant but shall be held by the Company until the time the
Shares subject to the grant of performance shares are earned. The performance
conditions and the length of the performance period shall be determined by the
Committee. The Committee, in its sole discretion, shall determine whether
performance shares granted in the form of share units shall be paid in cash,
Shares, or a combination of cash and Shares.
9. RESTRICTED STOCK. Restricted stock may be granted in the form of
actual Shares or share units having a value equal to an identical number of
Shares. In the event that a certificate is issued in respect of Shares subject
to a grant of restricted stock, such certificate shall be registered in the name
of the Participant but shall be held by the Company until the end of the
restricted period. The employment conditions and the length of the period for
vesting of restricted stock shall be established by the Committee at time of
grant. The Committee, in its sole discretion, shall determine whether restricted
stock granted in the form of share units shall be paid in cash, Shares, or a
combination of cash and Shares.
10. AWARD AGREEMENTS. Each award under the Plan shall be evidenced by
an agreement setting forth the terms and conditions, as determined by the
Committee, which shall apply to such award, in addition to the terms and
conditions specified in the Plan.
11. WITHHOLDING. The Company shall have the right to deduct from any
payment to be made pursuant to the Plan, or to require prior to the issuance or
delivery of any Shares or the payment of cash under the Plan, any taxes required
by law to be withheld therefrom. The Committee, in its sole discretion, may
permit a Participant to elect to satisfy such withholding obligation by having
the Company retain the number of Shares whose fair market value equals the
amount required to be withheld. Any fraction of a Share required to satisfy such
obligation shall be disregarded and the amount due shall instead be paid in cash
to the Participant.
2
<PAGE>
12. NONTRANSFERABILITY. No award shall be assignable or transferable,
and no right or interest of any Participant shall be subject to any lien,
obligation or liability of the Participant, except by will or the laws of
descent and distribution.
13. NO RIGHT TO EMPLOYMENT. No person shall have any claim or right to
be granted an award, and the grant of such award shall not be construed as
giving a Participant the right to be retained in the employ of the Company,
Vornado or their respective subsidiaries. Further, the Company, Vornado and
their respective subsidiaries expressly reserve the right at any time to dismiss
a Participant free from any liability, or any claim under the Plan, except as
provided herein or in any agreement entered into hereunder.
14. ADJUSTMENT OF AND CHANGES IN SHARES. In the event of any change in
the outstanding Shares by reason of any share dividend or split,
recapitalization, merger, consolidation, spinoff, combination or exchange of
Shares or other corporate change, or any distributions to Common Stockholders
other than regular cash dividends, the Committee may make such substitution or
adjustment, if any, as it deems to be equitable, as to the number or kind of
Shares or other securities issued or reserved for issuance pursuant to the Plan
and to outstanding awards.
15. AMENDMENT. The Board of Directors may amend or terminate the Plan
or any portion thereof at any time, provided that no amendment shall be made
without stockholder approval if such approval is necessary in order for the Plan
to continue to comply with Rule 16b-3 under the Exchange Act.
16. RIGHTS AS STOCKHOLDER. Except as provided in Section 5 hereof, a
Participant shall have no rights as a stockholder with respect to any Shares
issuable upon exercise of any award hereunder until a certificate or
certificates evidencing the Shares shall have been issued to the Participant
and, subject to Section 14, no adjustment shall be made for dividends or
distributions or other rights in respect of any Share for which the record date
is prior to the date on which the Participant shall become the holder of record
thereof.
17. EFFECTIVE DATE. The Plan shall become effective on the date of its
adoption by the Board of Directors of the Company, and awards may be granted
immediately thereafter, but any award granted under the Plan is subject to
defeasance unless and until the Plan shall have been approved by the
stockholders. If such stockholder approval is not obtained, the Plan and any
options granted thereunder shall be null and void. Subject to earlier
termination pursuant to Section 15, the Plan shall have a term of ten years from
its effective date.
3
[Letterhead of Shearman & Sterling]
July 1, 1996
Alexander's, Inc.
Park 80 West, Plaza II
Saddle Brook, New Jersey 07663
Ladies and Gentlemen:
We have acted as counsel for Alexander's, Inc., a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement") of the Company filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to 350,000 shares (the "Shares") of common
stock, par value $1.00 per share, of the Company (the "Common Stock"), to be
issued from time to time pursuant to the Alexander's, Inc. Omnibus Stock Plan
(the "Plan").
In so acting, we have examined the Registration Statement and
we have also examined and relied as to factual matters upon the representations
and warranties contained in originals, or copies certified or otherwise
identified to our satisfaction, of such documents, records, certificates and
other instruments as in our judgment are necessary or appropriate to enable us
to render the opinion expressed below. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents, certificates
and instruments submitted to us as originals and the conformity with originals
of all documents submitted to us as copies.
The opinion expressed below is limited to the law of the State
of New York, the General Corporation Law of Delaware and the federal law of the
United States, and we do not express any opinion herein concerning any other
law.
Based upon the foregoing and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that the Shares
have been duly authorized by the Company and, when (a) issued and delivered by
the Company in accordance with the terms of the Plan and (b) paid for in
full in accordance with the terms of the Plan, the Shares will be validly
issued, fully paid and non-assessable.
<PAGE>
Alexander's, Inc. 2 July 1, 1996
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/ Shearman & Sterling
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement on
Form S-8 relating to the Alexander's, Inc. Omnibus Stock Plan of our report
dated March 7, 1996, appearing in the Annual Report on Form 10-K of Alexander's,
Inc. for the year ended December 31, 1995.
/s/ Deloitte & Touche LLP
Parsippany, New Jersey
June 28, 1996
