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Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered (1) share(2) price (2) fee
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Common Stock, 257,350 shs. $5.25 $1,351,088 $410
par value
$1 per share
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(1) This Registration Statement also covers such additional shares of Common
Stock as may be issuable upon exercise of options as a result of the anti-
dilution provisions of the Incentive Stock Option Plan and 1996 Stock Option
Plan.
(2) Based upon the average of the high and low prices for a share of the Common
Stock on the American Stock Exchange Consolidated Reporting System on
August 25, 1997. See Rule 457(h). Estimated solely for the purpose of
calculating the registration fee.
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PART II
Item 3. Incorporation of Documents by Reference
The following documents filed by the Registrant with the Securities
and Exchange Commission are incorporated herein by reference:
a. Annual Report on Form 10-K for the year ended December 31,
1996 filed March 31, 1997.
b. Amendment on Form 10-K filed June 10, 1997 to the Annual
Report on Form 10-K for the year ended December 31, 1996.
c. 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.
d. Amendment to Quarterly Report on Form 10-Q/A filed January
17, 1997.
e. Quarterly Report on Form 10-Q for the quarter ended March
31, 1997 filed May 13, 1997.
f. Quarterly Report on Form 10-Q for the quarter ended June 30,
1997 filed August 14, 1997.
g. Current Report on Form 8-K filed January 31, 1997.
h. Amendment on Form 8-K/A filed March 25, 1997 to Current
Report on Form 8-K filed January 31, 1997.
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the filing
of a post-effective amendment which indicates that all securities offered herein
have been sold or which deregisters all 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.
Not applicable
Item 5. Interests of Named Experts and Counsel.
None
Item 6. Indemnification of Directors and Officers.
Section 9 of the By-Laws of the Registrant included in Exhibit 3.2 to the
Amendment on Form 10-K/A filed August 8, 1997 to the Registrant's Annual Report
for 1996 on Form 10-K and incorporated herein by reference sets forth certain
rights of the Registrant's directors and officers to obtain indemnification from
the Registrant.
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In addition, Sections 721 to 725 of the New York Business Corporation
Law provide for indemnification of directors and officers.
Article Fourteenth of the Certificate of Incorporation of the
Registrant included in Exhibit 3.1 to the Amendment on Form 10-K/A filed August
8, 1997 to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996 and incorporated herein by reference includes provisions
permitted by Section 402 of the New York Business Corporation Law eliminating or
limiting the personal liability of directors to the Registrant.
The Registrant also maintains a policy of directors' and officers'
liability insurance.
Item 7. Exemption From Registration Claimed.
Not applicable
Item 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement.
Exhibit No. Description
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5. Opinion of Jacobs Persinger & Parker as to the legality of the
shares being registered.
23.1 Consent of Jacobs Persinger & Parker - included in Exhibit 5.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Arthur Andersen LLP
24. Power of Attorney - included as part of the signature page to
this Registration Statement.
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;
(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
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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 a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement;
(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 information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference 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; 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 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 Section
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 1937) 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 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
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in the opinion of the Securities and Exchange 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that is 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 San Francisco, California on this 27TH day of AUGUST , 1997.
PACIFIC GATEWAY PROPERTIES, INC.
By: /s/ Raymond V. Marino
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Raymond V. Marino,
PRESIDENT
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Raymond V. Marino and
Andrew T. Gorayeb and each of them acting singly, 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 or all
amendments, including any 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 attorneys-in-fact and agents 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 attorneys-in-fact and
agents, or their substitutes, 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 27TH day of AUGUST , 1997.
Signature Title
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/s/Raymond V. Marino President and Director
- ---------------------------- (Principal Executive Officer)
Raymond V. Marino
/s/Andrew T. Gorayeb Vice President of Finance
- ---------------------------- (Principal Financial Officer)
Andrew T. Gorayeb
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/s/Steven A. Calabrese Director
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Steven A. Calabrese
/s/Mark D. Grossi Director
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Mark D. Grossi
/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
Director
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Richard M. Osborne
/s/Martin S. Roher Director
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Martin S. Roher
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EXHIBIT INDEX
Exhibit No.
5 Opinion of Jacobs Persinger & Parker as to legality of the shares
being registered.
23.1 Consent of Jacobs Persinger & Parker - included in Exhibit 5.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Arthur Andersen LLP.
24 Power of Attorney - included as part of the signature page to this
Registration Statement.
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EXHIBIT 5
August 27, 1997
Pacific Gateway Properties, Inc.
930 Montgomery Street
San Francisco, CA 94133
Re: Registration Statement on Form S-8
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Dear Sirs:
We refer to the Registration Statement of Pacific Gateway Properties,
Inc. (the "Company"), on Form S-8 with respect to 257,350 shares (the "Shares")
of Common Stock, par value $1.00 per share ("Common Stock"), of the Company
issuable, as to 57,350 Shares, upon exercise of options which have been granted
to employees under the Incentive Stock Option Plan of the Company and, as to
200,000 Shares, issuable upon exercise of options which have been, or may be,
granted to employees under the 1996 Stock Option Plan of the Company (each such
Stock Option Plan, a "Plan"). In connection with the foregoing, we, as counsel
for the Company, have examined the Certificate of Incorporation, By-Laws, minute
books and such other instruments, books and records of the Company and such
matters of law as we have deemed necessary and appropriate to enable us to give
the opinion hereinafter expressed.
Based upon the foregoing, we are of the opinion that the Shares, when
issued in accordance with options duly granted under a Plan, 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
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the Rules or Regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
Jacobs Persinger & Parker
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
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As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-8 of our
report dated March 7, 1997 on the 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
August 27, 1997
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EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
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As independent accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated
February 26, 1997 on 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
August 27, 1997
