As filed with the Securities and Exchange Commission on May 28, 1999
Registration No. 333 - _______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
--------------------------
FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY
(Exact name of registrant as specified in its charter)
New Jersey 22 - 1697095
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
505 Main Street, P.O. Box 667
Hackensack, New Jersey 07602
(Address, including Zip Code, of Registrant's Principal Executive Offices)
--------------------------
FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY EQUITY INCENTIVE PLAN
(Full Title of the Plan)
--------------------------
Robert S. Hekemian
Chairman of the Board and Chief Executive Officer
First Real Estate Investment Trust of New Jersey
505 Main Street, P.O. Box 667
Hackensack, New Jersey 07602
(201) 488-6400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------------
Copies to:
JOHN A. AIELLO, ESQ.
Giordano, Halleran & Ciesla
A Professional Corporation
P.O. Box 190
125 Half Mile Road
Middletown, New Jersey 07748
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------
Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of
registered registered (2) offering price per aggregate offering registration fee
share (3) price (3)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares of Beneficial 230,000 $29.50 $ 6,785,000 $1,886.23
Interest, without par value (1)
- ---------------------------------------------------------------------------------------------------------------------
Options to purchase Shares of 230,000 ---- ---- ----
Beneficial Interest (1)
- ---------------------------------------------------------------------------------------------------------------------
TOTAL REGISTRATION FEE $1,886.23
=========
</TABLE>
(1) Under the First Real Estate Investment Trust of New Jersey Equity Incentive
Plan (the "Equity Incentive Plan").
(2) An undetermined number of additional shares of beneficial interest may be
issued if the anti-dilution adjustment provisions of the Equity Incentive
Plan become operative upon the occurrence of certain corporate transactions
or events including, without limitation, a stock dividend or stock split.
(3) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act and based upon the
average of the bid and asked prices for a share of beneficial interest of
First Real Estate Investment Trust as reported on the OTC Bulletin Board
Service provided by NASD, Inc. on May 25, 1999.
-2-
<PAGE>
PART I.
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Items 1 and 2.
The documents containing the information about the First Real Estate
Investment Trust Equity Incentive Plan (the "Equity Incentive Plan") required by
Part I of Form S-8 have been or will be sent or given to the participants as
specified by Rule 428 (b)(1) of Regulation C under the Securities Act of 1933,
as amended (the "Securities Act"), and such documents taken together with the
documents incorporated by reference in this Registration Statement pursuant to
Item 3 of Part II of Form S-8 shall constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
Certain information included in the Section 10(a) Prospectus and other
filings of First Real Estate Investment Trust of New Jersey (the "Company")
under the Securities Act and the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), contains or may contain forward looking information that
is subject to certain risks, trends and uncertainties that could cause actual
results to differ materially from expected results.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated by reference in this Registration
Statement as of their respective dates:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
October 31, 1998.
(b) From the date of filing of such documents, all other reports filed by
the Company, with the Commission pursuant to Section 13(a) or 15(d) of the
Exchange Act since October 31, 1998, including, without limitation, the
Company's Quarterly Report on Form 10-Q for the quarterly period ended January
31, 1999.
(c) The description of the Company's shares of beneficial interest
contained in the Company's Registration Statement on Form 8-A as filed with the
Commission on November 6, 1998.
(d) All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior
to the filing of a post-effective amendment which indicates that all of the
securities offered have been sold, or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and made a part hereof from the date of the filing of
such documents.
-3-
<PAGE>
Any statement contained in this Registration Statement or in a document
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
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.
Not applicable.
Item 6. Indemnification of Trustees and Officers.
The following summary describes the relevant terms of the Company's
Amended and Restated Declaration of Trust (the "Declaration of Trust") which
provide for the limitation of liability with respect to and indemnification of
an agent of the Company, including, without limitation, any person who is or was
a Trustee, officer or employee of the Company.
Pursuant to Section 7.3 of Article VII of the Company's Declaration of
Trust, no Trustee, officer or agent of the Company shall be liable on account of
his own acts, neglects, and defaults (including without limitation the failure
to compel in any way any former or acting Trustee to redress any breach of
trust) to the Company or to any shareholder, Trustee, officer or agent thereof
except for such of his own acts, neglects, and defaults as constitute a willful
breach of trust knowingly and intentionally committed in bad faith.
Pursuant to Section 7.4 of Article VII of the Declaration of Trust, the
Company shall indemnify each of its Trustees, officers, employees and agents
(including any person who serves at its written request as a director, officer,
partner, trustee or the like of another organization in which it has any
interest as a shareholder, creditor or otherwise) against all liabilities and
expenses, including amounts paid in satisfaction of judgments, in compromise or
as fines and penalties, and counsel fees, reasonably incurred by him or in
connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, in which he may be involved or with which
he may be threatened while acting as Trustee or as an officer, employee or agent
of the Company or the Board of Trustees, as the case may be, or thereafter, by
reason of his being or having been such a Trustee, officer, employee or agent,
except with respect to any matter as to which he shall have been adjudicated to
have acted in bad faith or with willful misconduct or reckless disregard of his
duties or gross negligence or not to have acted in good faith in the reasonable
belief that his action was in the best interests of the Company.
As to any matter disposed of by a compromise payment by such Trustee,
officer, employee or agent, pursuant to a consent decree or otherwise, no
indemnification either for said payment or for any other expenses shall be
provided unless such compromise shall be approved as in the best interests of
the Company by a majority of the disinterested Trustees or the Company shall
have received a written opinion of independent legal counsel to the effect that
-4-
<PAGE>
such Trustee, officer, employee or agent appears to have acted in good faith in
the reasonable belief that his action was in the best interests of the Company.
No Trustee, officer, employee or agent may satisfy any right of
indemnity or reimbursement granted herein or to which he may be otherwise
entitled except out of the Company's property; and no shareholder shall be
personally liable to any person with respect to any claim for indemnity or
reimbursement or otherwise.
The Board of Trustees may make advance payments in connection with
indemnification under this section, provided that the indemnified Trustee,
officer, employee or agent shall have given a written undertaking to reimburse
the Company in the event it is subsequently determined that he is not entitled
to such indemnification.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
5. Opinion and Consent of Giordano, Halleran & Ciesla, P.C.
23.01 Consent of J.H. Cohn LLP
23.02 Consent of Giordano, Halleran & Ciesla, P.C. (filed with Exhibit 5).
24. Power of attorney (filed with signature pages).
</TABLE>
Item 9. Undertakings.
The Company 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; (ii) to reflect
in such 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; 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 (i) and (ii)
herein do not apply if the information required to be included in a
post-effective amendment by such provisions is contained in periodic reports
filed by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.
-5-
<PAGE>
(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.
(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.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Company's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference in this
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.
(5) That, insofar as indemnification for liabilities arising under the
Securities Act may be permitted to Trustees, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the 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 Company of expenses incurred or paid
by a Trustee, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such Trustee or
controlling person in connection with the securities being registered, the
Company 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 issues.
-6-
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Hackensack, State of New Jersey, on the 28th day of May, 1999.
FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY
(Registrant)
By:/s/ Robert S. Hekemian
-------------------------------------------------
Robert S. Hekemian
Chairman of the Board and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert S. Hekemian his true and lawful
attorney-in-fact and agent for him and in his name, place and stead, in any and
all capacities to sign any and all amendments (including post-effective
amendments) to this Registration Statement, 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 they might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent 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 dates indicated.
Signature Title Date
Chairman of the Board,
/s/ Robert S. Hekemian Chief Executive Officer and May 28, 1999
- ------------------------------- Trustee (Principal Executive
Robert S. Hekemian Officer)
/s/ Donald W. Barney
- ------------------------------- Trustee May 28, 1999
Donald W. Barney
/s/ John B. Voskian, M.D. Trustee May 28, 1999
- -------------------------------
John B. Voskian, M.D.
-7-
<PAGE>
/s/ Herbert C. Klein, Trustee May 28, 1999
- -------------------------------
Herbert C. Klein, Esq.
/s/ Charles J. Dodge Trustee May 28, 1999
- -------------------------------
Charles J. Dodge
/s/ Ronald J. Artinian Trustee May 28, 1999
- -------------------------------
Ronald J. Artinian
/s/ Alan L. Aufzien Trustee May 28, 1999
- -------------------------------
Alan L. Aufzien
Executive Secretary and
/s/ William R. DeLorenzo, Jr. Treasurer (Principal Financial May 28, 1999
- ------------------------------- and Accounting Officer)
William R. DeLorenzo, Jr., Esq.
-8-
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
5. Opinion and Consent of Giordano, Halleran & Ciesla, P.C.
23.01 Consent of J.H. Cohn LLP
23.02 Consent of Giordano, Halleran & Ciesla, P.C.
(filed with Exhibit 5).
24. Power of attorney (filed with signature pages).
</TABLE>
[GIORDANO, HALLERAN & CIESLA, P.C. LETTERHEAD]
May 28, 1999
First Real Estate Investment Trust of New Jersey
505 Main Street
P.O. Box 667
Hackensack, New Jersey 07602
Re: Registration Statement on Form S-8 relating to the First Real
Estate Investment Trust of New Jersey Equity Incentive Plan
Gentlemen:
We refer to the Registration Statement on Form S-8 under the Securities
Act of 1933, as amended (the "Registration Statement"), filed on this date by
First Real Estate Investment Trust of New Jersey (the "Company") with the
Securities and Exchange Commission (the "Commission"), to which this opinion
letter is attached as an exhibit, for the registration of 230,000 shares of
beneficial interest, without par value, of First Real Estate Investment Trust of
New Jersey ("Shares"), which have been reserved for issuance under the First
Real Estate Investment Trust of New Jersey Equity Incentive Plan (the "Equity
Incentive Plan").
We have examined the original or a photostatic or certified copy of
such documents, records, and other information as we deemed relevant and
necessary as the basis for the opinion set forth below. In such examination, we
have assumed the authenticity of each document submitted to us as an original,
the conformity to the original document of each document submitted to us as a
certified of photostatic copy, and the authenticity of the original of each such
latter document. In addition, we have assumed, in rendering the opinion set
forth below, that any share certificate evidencing any Shares of the Company
registered by this Registration Statement, when issued under the Equity
Incentive Plan, will have been duly executed on behalf of the Company and will
have been countersigned by the Company's transfer agent and registered by the
Company's registrar prior to its issuance.
<PAGE>
On the basis of our examination mentioned above, subject to the
assumptions stated and relying on statements of fact contained in the documents
that we have examined, we are of the opinion that the Shares registered pursuant
to the Registration Statement have been duly and validly authorized and reserved
for issuance and that upon the issuance of such Shares in accordance with the
provisions of the Equity Incentive Plan, the Shares will be validly issued,
fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required by Section 7 of the
Securities Act of 1933, as amended, or the General Rules and Regulations of the
Securities and Exchange Commission.
Very truly yours,
/s/ Giordano, Halleran & Ciesla
A Professional Corporation
---------------------------
GIORDANO, HALLERAN & CIESLA
A Professional Corporation
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
First Real Estate Investment Trust of New Jersey on Form S-8 to be filed on May
28, 1999 of our report dated November 20, 1998, on our audits of the financial
statements of First Real Estate Investment Trust of New Jersey as of October 31,
1998 and 1997 and for each of the three years in the period ended October 31,
1998 which report is included in the 1998 Annual Report of First Real Estate
Investment Trust of New Jersey on Form 10-K.
/s/ J.H. Cohn LLP
-----------------
J.H. Cohn LLP
Roseland, New Jersey
May 28, 1999
