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Registration No. 333-34541
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PACIFIC GATEWAY PROPERTIES, INC.
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(Exact Name of Registrant as Specified in its Charter)
New York 04-2816560
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
930 Montgomery St., Fourth Floor,
San Francisco, California 94133
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(Address of Principal Executive Offices) (Zip Code)
PACIFIC GATEWAY PROPERTIES, INC.
INCENTIVE STOCK OPTION PLAN
(57,350 shares of Common Stock,
par value $1.00)
and
PACIFIC GATEWAY PROPERTIES, INC.
1996 STOCK OPTION PLAN
(200,000 shares of Common Stock,
par value $1.00)
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(Full title of the plan)
Raymond V. Marino President
Pacific Gateway Properties, Inc.
930 Montgomery Street, 4th Floor
San Francisco, California 94133
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(Name and address of agent for service)
415-398-4800
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(Telephone Number, including area code, of agent for service)
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It is requested that copies of notices and communications from the Securities
and Exchange Commission be sent to:
Irving Needleman
Jacobs Persinger & Parker
77 Water Street
New York, New York 10005
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PROSPECTUS
PACIFIC GATEWAY PROPERTIES INC.
133,410 shares of Common Stock
(par value $1.00 per share)
This Prospectus may be used by certain individuals (named under the caption and
hereinafter called "selling shareholders") of Pacific Gateway Properties, Inc.
(the "Company") in connection with sales by such shareholders of shares of
common stock, par value $1.00 per share (the "Common stock"), acquired under the
Company's Incentive Stock Option Plan and 1996 Stock Option Plan. See "SELLING
SHAREHOLDERS" herein for further information with respect to such Selling
Shareholders. Each Selling Shareholder has informed the Company that he may
sell such shares from time to time, at prices for shares of Common Stock then
prevailing as reported on the American Stock Exchange, without the payment of
any underwriting commission or discount other than broker's fees paid in
connection with usual broker's transactions or in other transactions at
negotiated prices. The Company will pay the expenses of this Prospectus but
will receive no part of the proceeds of any such sales.
The last reported sale price of the common Stock on November 24, 1997 as
reported on the American Stock Exchange was $5.00.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any of the securities to which it relates in any state to any
person to whom it is unlawful to make such an offer or solicitation in such
state. No person is authorized to give any information or to make any
representation not contained in this Prospectus in connection with the offer
described herein, and any information, data or representation not contained
herein, if given or made, must not be relied upon as having been authorized by
the Company or Selling Shareholders.
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The date of this Prospectus is November 26, 1997.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act") and, in accordance therewith,
files reports, proxy statements and other information with the Securities and
Exchange Commission. Such reports, proxy statements and other information can
be inspected and copied at prescribed rates at the following public reference
facilities maintained by the Securities and Exchange Commission: 450 Fifth
Avenue, N.W., Room 1024, Judiciary Plaza, Washington, D.C. 20549; Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661; and
7 World Trade Center, Suite 1300, New York, New York 10048. The Securities and
Exchange Commission also maintains a Web site located at http://www.sec.gov that
contains reports, proxy reports, proxy statements and other information
regarding the Company that have been filed electronically with the Securities
and Exchange Commission. In addition, reports, proxy statements and other
information concerning the Company can also be inspected in the offices of the
American Stock Exchange, 86 Trinity Place, New York, New York 10006.
THE COMPANY
The Company, a New York corporation, is the issuer of the Common Stock, covered
by this Prospectus. The Company's principal executive office is located at 930
Montgomery Street, 4th Floor, San Francisco, California 94133 and its telephone
number is 415-398-4800.
SELLING SHAREHOLDERS
The following table sets forth certain information about the Selling
Shareholders, each of whom is an employee of the Company. The shares appearing
in the column entitled "Common Stock Offered hereby" are to be acquired by the
Selling Shareholders upon the exercise of options granted by the Company
pursuant to the Company's Incentive Stock Option Plan or 1996 Stock Option Plan.
The Selling Shareholders may, from time to time, offer all or a part of the
shares in the manner set forth on the cover page of
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the Prospectus. The Company will pay the expenses of this Prospectus but will
receive no sales proceeds.
Name and Position Number of
with the Company Common Stock Shares Owned
within the past Beneficially Common Stock After Completion
three years Owned Offered Hereby of Offering
Raymond V. Marino 121,175 (1) 98,705 (2) 22,470 (3)
President and
Chief Executive
Officer since
January 1996;
prior thereto
since prior to
1994 Vice
President of the
Company; Director
since March, 1996
Christopher M. Watson 51,175 (1) 25,705 (2) 25,470 (3)
Executive Vice
President of the
Company since
January 1996;
prior thereto
since prior to
1994 Vice
President of the
Company
Andrew T. Gorayeb 25,000 (1) 9,000 (2) 16,000 (3)
Vice President of
the Company since
January 1996; prior
thereto since
November 1994
Director of Finance
of the Company
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(1) Represents shares issuable to such individual upon exercise
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of options granted under the Company's Incentive Stock Option Plan or 1996 Stock
Option Plan.
(2) Represents shares issuable under options which are exercisable on or before
December 31, 1997.
(3) Represents shares issuable under options which are not exercisable on or
before December 31, 1997.
EXPERTS
The consolidated financial statements and schedules of the Company for the year
ended December 31, 1996 incorporated by reference herein and in the registration
statement have been audited by Arthur Andersen LLP, independent public
accountants, to the extent and for the periods indicated in their reports
thereon and have been so included in reliance upon the authority of said firm as
experts in accounting and auditing.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents, heretofore filed by the Company with the Securities and
Exchange Commission pursuant to the 1934 Act are hereby incorporated by
reference in this Prospectus:
1. Annual Report on Form 10-K for the year ended December 31, 1996 filed March
31,1997.
2. Amendment on Form 10-K/A filed June 10, 1997 to the Annual Report on Form
10-K for the year ended December 31, 1996.
3. Amendment on Form 10-K/A filed August 8, 1997 to the Annual Report on Form
10-K for the year ended December 31, 1996.
4. Amendment to Quarterly Report on Form 10-Q/A filed January 17, 1997.
5. Quarterly Report on Form 10-Q for the quarter ended March 31, 1997 filed
May 13, 1997.
6. Quarterly Report on Form 10-Q for the quarter ended June 30,
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1997 filed August 14, 1997.
7. Current Report on Form 8-K filed January 31, 1997.
8. Amendment on Form 8-K/A filed March 25, 1997 to Current Report on Form 8-K
filed January 31, 1997.
9. Quarterly Report on Form 10-Q/A for the quarter ended June 30, 1997 filed
November 13, 1997.
10. Quarterly Report on Form 10-Q for the quarter ended September 30, 1997
filed November 14, 1997.
11. Amendment on Form 10-K/A filed November 25, 1997 to the Annual Report on
Form 10-K for the year ended December 31, 1997.
All documents subsequently filed by the Company pursuant to Section 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 common stock offered hereby
has been sold or which reregisters all such common stock then remaining
unsold, shall be deemed to be incorporated herein by reference and to be a
part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be modified or superseded
for purposes of the Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed
to be incorporated in the Prospectus by reference 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 the Prospectus.
The Company undertakes to provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request of such person, a copy of any and all of the information which has been
incorporated by reference in this Prospectus (other than exhibits to the
information which has been incorporated by reference herein unless such exhibits
have specifically been incorporated by reference into the information which this
Prospectus incorporates). Any such request shall be directed to Pacific Gateway
Properties, Inc., 930 Montgomery Street, 4th Floor, San
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Francisco, California 94133; Attention: Shareholder Relations, Telephone No.
415-398-4800.
PART II
Item 8. Exhibits
The following exhibits are filed as part of this Registration
Statement:
Exhibit Description
5 Opinion of Jacobs Persinger & Parker as to legality of the
shares
23.1 Consent of Jacobs Persinger & Parker
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Arthur Andersen LLP
23.4 Consent of Arthur Andersen LLP
23.5 Consent of Arthur Andersen LLP
24 Power of Attorney
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 Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in San Francisco, California, on this day
of 26 November, 1997.
PACIFIC GATEWAY PROPERTIES, INC.
By /s/Raymond V. Marino
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Raymond V. Marino, President
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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.
Signature Title
/s/Raymond V. Marino President and Director
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Raymond V. Marino
/s/Stephen J. LoPresti Vice President of Finance
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Stephen J. LoPresti
/s/Steven A. Calabrese* Director
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Steven A. Calabrese
/s/Mark D. Grossi* Director
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Mark D. Grossi
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/s/Lawrence B. Helzel* Director
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Lawrence B. Helzel
Director
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Marshall A. Jacobs
/s/Christopher L. Jarratt* Director
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Christopher L. Jarratt
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Director
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Richard M. Osborne
/s/Martin S. Roher* Director
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Martin S. Roher
* By: /s/ Raymond V. Marino
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Raymond V. Marino
Attorney in Fact
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Index to Exhibits
Exhibit No. Description
5 Opinion of Jacobs Persinger & Parker as to legality of the
shares - Previously filed
23.1 Consent of Jacobs Persinger & Parker - included in Exhibit 5
23.2 Consent of Arthur Andersen LLP - Previously filed
23.3 Consent of Arthur Andersen LLP - Previously filed
23.4 Consent of Arthur Andersen LLP - Filed herewith
23.5 Consent of Arthur Andersen LLP - Filed herewith
24 Power of Attorney - Previously filed
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EXHIBIT 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants we hereby consent to the incorporation by
reference into this Post-Effective Amendment No. 1 to Registration Statement on
Form S-8 of our report dated March 7, 1997 with respect to the consolidated
financial statements of Pacific Gateway Properties, Inc. included in Pacific
Gateway Properties Inc.'s Form 10-K for the year ended December 31, 1996.
ARTHUR ANDERSEN LLP
San Francisco, California
November 25, 1997
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EXHIBIT 23.5
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants we hereby consent to the incorporation by
reference into this Post-effective Amendment No. 1 to Registration Statement on
Form S-8 of our report dated February 26, 1997 with respect to the financial
statements of Rincon Center Associates included as an exhibit to Pacific Gateway
Properties, Inc.'s Form 10-K for the year ended December 31, 1996.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
November 25, 1997
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