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As filed with the Securities and Exchange Commission on May 25, 1999
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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CORNERSTONE PROPERTIES INC.
(Exact name of registrant as specified in its charter)
NEVADA 74-2170858
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
126 EAST 56TH STREET
NEW YORK, NEW YORK 10022
(Address, including zip code, of registrant's principal executive offices)
CORNERSTONE PROPERTIES INC. SS.401(K) RETIREMENT PLAN
(Full title of plan)
JOHN S. MOODY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CORNERSTONE PROPERTIES INC.
126 EAST 56TH STREET
NEW YORK, NEW YORK 10022
(Name and address of agent for service)
(212) 605-7100
(Telephone number, including area code, of agent for service)
COPIES TO:
JOHN J. KELLEY III
KING & SPALDING
191 PEACHTREE STREET
ATLANTA, GEORGIA 30303-1763
(404) 572-4600
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered Per Share Offering Price Fee
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Common Stock,
without par value ... 100,000 shares $16.5625(1) $1,656,250(1) $461
Interests in Cornerstone
Properties Inc.ss.401(k)
Retirement Plan..... (2) -- -- --
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(1) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(h) on the basis of the average of the high and low sales prices
per share of Common Stock of Cornerstone Properties Inc. as reported on the
New York Stock Exchange on May 19, 1999.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been previously filed by Cornerstone
Properties Inc. (the "Company") with the Securities and Exchange Commission and
are hereby incorporated by reference into this registration statement as of
their respective dates:
(a) Annual Report on Form 10-K/A for the year ended December 31, 1998,
as filed with the Commission on April 30, 1999.
(b) Annual Report on Form 10-K for the year ended December 31, 1998;
(c) Current Report on Form 8-K/A, as filed with the Commission on March 1,
1999;
(d) Current Report on Form 8-K, as filed with the Commission on March 24,
1999; and
(e) Registration Statement on Form 8-A, which incorporates by reference
the description of the Common Stock of the Company from the final
prospectus included in the Registration Statement on Form S-3 (File
No. 333-18303), as filed with the Commission on March 11, 1997.
All documents filed by the Company or the Cornerstone Properties Inc.
ss.401(k) Retirement Plan (the "Plan") pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
subsequent to the date of this registration statement and prior to the filing of
a post-effective amendment to this registration statement that indicates that
all securities offered hereunder have been sold or that deregisters all such
securities then remaining unsold shall be deemed to be incorporated by reference
into this registration statement and to be a part hereof from the date of the
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.
Section 78.7502 of Chapter 78 of the Nevada Revised Statutes (the "NRS")
empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that
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he is or was a director, officer, employee or agent of the corporation or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he 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 his conduct
was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement or conviction or upon a plea of nolo contendere or its
equivalent does not, of itself, create a presumption that the person did not act
in good faith or in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation or that, with respect to any
criminal action or proceeding, he had reasonable cause to believe his actions
were unlawful.
Section 78.7502 of the NRS empowers a corporation to indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that such person acted in
any of the capacities set forth above against expenses, including attorneys'
fees, actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted under similar standards to those
described above except that no indemnification may be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation or for amounts paid in settlement to the corporation
unless and only to the extent that the court in which such action or suit was
brought determines that, despite the adjudication of liability, such person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
Section 78.7502 of the NRS further provides that to the extent a director
or officer of a corporation has been successful in the defense of any action,
suit or proceeding referred to in subsections (1) and (2) or in the defense of
any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith. Section 78.751 of the NRS provides that any
indemnification provided for by Section 78.7502 of the NRS (by court order or
otherwise) shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled and that the scope of indemnification shall
continue as to directors, officers, employees or agents who have ceased to hold
such positions, and to their heirs, executors and administrators. Section 78.752
empowers the corporation to purchase and maintain insurance on behalf of a
director, officer, employee or agent of the corporation against any liability
asserted against him or incurred by him in any such capacity or arising out of
his status as such whether or not the corporation would have the power to
indemnify him against such liabilities under Section 78.7502.
Article IX of the Bylaws of the Registrant provides for indemnification of
its officers and directors, substantially identical in scope to that permitted
under Section 78.7502 of the NRS. The Bylaws provide, pursuant to Subsection 2
of Section 78.7502 of the NRS, that the expenses of officers and directors
incurred in defending any action, suit or proceeding, whether civil, criminal,
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administrative or investigative, must be paid by the Registrant as they are
incurred and in advance of the final disposition of the action, suit or
proceeding, upon receipt of any undertaking by or on behalf of the director or
officer to repay such amounts unless it shall ultimately be determined that he
is entitled to be indemnified by the Registrant pursuant to Article IX of the
Bylaws.
ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED
Inapplicable.
ITEM 8. EXHIBITS
23.1 Consent of PricewaterhouseCoopers LLP
The undersigned registrant hereby undertakes to submit the Plan and any
amendment thereto to the Internal Revenue Service ("IRS") in a timely manner and
will make all changes required by the IRS in order to qualify the Plan.
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, as amended (the "Securities
Act");
(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
end 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 the Registration Fee" table in the effective
registration statement;
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(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 Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated
by reference in the registration statement.
(2) That, for 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.
(b) The undersigned registrant hereby 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 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) 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.
(h) 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
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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.
EXPERTS
The consolidated balance sheets as of December 31, 1998 and 1997 and the
consolidated statements of income, changes in stockholders' equity and cash
flows for each of the three years in the period ended December 31, 1998 of
Cornerstone Properties Inc. and subsidiaries, incorporated by reference in this
registration statement, have been incorporated herein in reliance on the report
of PricewaterhouseCoopers LLP, independent accountants, given on the authority
of such firm as experts in accounting and auditing.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 New York, state of New York on this 24th day of
May, 1999.
CORNERSTONE PROPERTIES INC.
By: /s/ JOHN S. MOODY
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John S. Moody
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned directors and officers of Cornerstone Properties Inc.
do hereby constitute and appoint John S. Moody and Rodney C. Dimock, and each or
any of them, our true and lawful attorneys-in-fact and agents, to do any and all
acts and things in our names and on our behalf in our capacities as directors
and officers and to execute any and all instruments for us and in our name in
the capacities indicated below, which said attorneys and agents, or any of them,
may deem necessary or advisable to enable said corporation to comply with the
Securities Act of 1933 and any rules, regulations and requirements of the
Securities and Exchange Commission, in connection with the registration
statement, or any registration statement of this offering that is to be
effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933,
including specifically, but without limitation, power and authority to sign for
us or any of us in our names in the capacities indicated below, any and all
amendments (including post-effective amendments) hereto; and we do hereby ratify
and confirm all that said attorneys and agents or any of them, shall do or cause
to be done by virtue thereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
SIGNATURE TITLE DATE
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/s/ William Wilson III Chairman of the Company and April 24, 1999
- ----------------------------- Director
William Wilson III
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SIGNATURE TITLE DATE
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/s/ John S. Moody Chief Executive Officer, April 17, 1999
- ----------------------------- President and Director
John S. Moody (Principal Executive Officer)
/s/ Rodney C. Dimock Executive Vice President April 17, 1999
- ----------------------------- Director
Rodney C. Dimock
/s/ Kevin P. Mahoney Senior Vice President and April 17, 1999
- ----------------------------- Chief Financial Officer
Kevin P. Mahoney (Principal Financial and
Accounting Officer)
/s/ Cecil D. Conlee Director April 17, 1999
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Cecil D. Conlee
/s/ Blake Eagle Director April 23, 1999
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Blake Eagle
/s/ Dr. Karl-Ludwig Hermann Director April 20, 1999
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Dr. Karl-Ludwig Hermann
/s/ Hans C. Mautner Director April 27, 1999
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Hans C. Mautner
/s/ Dr. Lutz Mellinger Director April 21, 1999
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Dr. Lutz Mellinger
/s/ Craig R. Stapleton Director April 20, 1999
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Craig R. Stapleton
Director April __, 1999
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Michael J. G. Topham
Director April __, 1999
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Dick van den Bos
Director April __, 1999
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Jan van der Vlist
Director April __, 1999
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Donald G. Fisher
/s/ Randall A. Hack Director April 17, 1999
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Randall A. Hack
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Pursuant to the requirements of the Securities Act of 1933, the Plan
Administrator of the Cornerstone Properties Inc. ss. 401(k) Retirement Plan
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of New York, State of New
York on May 24, 1999.
CORNERSTONE PROPERTIES INC.
ss.401(k) RETIREMENT PLAN
BY: PLAN ADMINISTRATOR
(401(K) COMMITTEE)
/s/ John J. Hamilton, III
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John J. Hamilton, III
/s/ Thomas P. Loftus
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Thomas P. Loftus
/s/ Jacqueline U. Moore
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Jacqueline U. Moore
/s/ Stephen J. Pilch
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Stephen J. Pilch
/s/ Cassandra J. Torkildson
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Cassandra J. Torkildson
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated February 24, 1999, except for Notes 8 and 20 for
which the date is February 26, 1999, on our audits of the consolidated financial
statements of Cornerstone Properties Inc. and subsidiaries (the "Company") as of
December 31, 1998 and 1997 and for each of the three years in the period ended
December 31, 1998, which report is included in the Annual Report on Form 10-K of
the Company for the year ended December 31, 1998. We also consent to the
reference to our firm under the caption "Experts."
/s/ PricewaterhouseCoopers LLP
New York, New York
May 24, 1999
