As filed with the Securities and Exchange Commission on February
18, 1994
Registration No. _______________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
BEDFORD PROPERTY INVESTORS, INC.
(Exact name of issuer as specified in its charter)
____________________
Maryland 68-0306514
(State of incorporation) (I.R.S. Employer Identification No.)
____________________
3658 Mt. Diablo Blvd., Suite 210
Lafayette, California 94549
(Address of principal executive offices)
____________________
BEDFORD PROPERTY INVESTORS, INC.
EMPLOYEE STOCK OPTION PLAN
(Full Title of Plan)
____________________
PETER B. BEDFORD
Bedford Property Investors, Inc.
3658 Mt. Diablo Blvd., Suite 210
Lafayette, California 94549
(510) 283-8910
(Name, address and telephone number of agent for service)
Copies to:
JOSEPH S. RADOVSKY, ESQ.
ELLYN ROBERTS, ESQ.
Greene, Radovsky, Maloney & Share
One Market, Suite 4200
San Francisco, California 94105
(415) 543-1400
____________________
CALCULATION OF REGISTRATION FEE
Title of Securityies to be registered - Common Stock
Amount to be registered - 1,800,000 shares
Proposed Maximum Offering Price Per Share* - $6.75
Proposed Maximum Aggregate Offering Price - $12,150,000
Amount of Registration Fee - $4,189
*Estimated solely on the basis of the average of the high
and low prices as reported on the New York Stock Exchange on
[February 15, 1994]. This Registration Statement shall become
effective upon filing in accordance with Rule 462 under the
Securities Act of 1933.
<PAGE>
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 the Registration Statement in
accordance with
Rule 428 under the Securities Act of 1933, as amended (the
"Securities
Act"), and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
On July 1, 1993, ICM Property Investors Incorporated ("ICM")
was
merged into Bedford Property Investors, Inc. (the "Registrant"),
formerly the
wholly-owned subsidiary of ICM (the "Merger") for the purpose of
changing the
State of incorporation of the enterprises from Delaware to Maryland.
Pursuant
to the Merger each outstanding share of common stock of ICM was
converted into
one share of common stock of the Registrant. Immediately prior to
the Merger the
Registrant had no assets or liabilities other than nominal assets or
liabilities.
The Merger was effected pursuant to statutory provisions of the
States of
Delaware and Maryland under which the Registrant acquired all of the
assets and
assumed all of the liabilities and obligations of ICM. The Merger was
approved
by the stockholders of ICM at ICM's annual meeting of stockholders
held on June
9, 1993 for which proxies were solicited pursuant to Section 14(a) of
the
Securities Exchange Act of 1934.
The ICM Property Investors Incorporated 1985 Stock Option
Plan was
adopted by the Registrant on September 27, 1993 and the name of
such plan was
changed to the "Bedford Property Investors, Inc. Employee Stock
Option Plan" on
December 13, 1993.
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed by Registrant and ICM with the
Securities and Exchange Commission are incorporated by reference in
this
Registration Statement:
1. ICM's annual report on Form 10-K for the fiscal year ended
December 31, 1992, which contains the financial statements for
ICM's latest fiscal
year.
2. All other reports filed by Registrant and ICM pursuant to
Section 13(a) of the Securities Exchange Act of 1934 since the end of
Registrant's last fiscal year.
3. The description of Registrant's common stock contained in
the
definitive proxy statement dated May 6, 1993 of ICM, attached as an
Exhibit to
Registrant's Registration Statement on Form 8-B, originally filed July
21, 1993,
as amended by Post-Effective Amendment No. 1 thereto filed on
January 17, 1994.
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act
of 1924, 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
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.
The consolidated financial statements and schedules of ICM
Property
Investors Incorporated as of December 31, 1992 and 1991, and for
each of the
years in the three-year period ended December 31, 1992, incorporated
by reference
in this Registration Statement have been incorporated by reference
herein in
reliance upon the report of KPMG Peat Marwick, independent
certified public
accountants, incorporated by reference herein, and upon the authority
of said
firm as experts in accounting and auditing. The report of KPMG Peat
Marwick
covering the December 31, 1992 consolidated financial statements
contains an
explanatory paragraph that states that the Company is in the process
of replacing
its existing secured revolving line of credit which expires on April 30,
1993.
Item 6. Indemnification of Directors and Officers.
As permitted under the Maryland General Corporation Law (the
"MGCL"),
Registrant's Articles of Incorporation (the "Articles") provide that
Registrant's
directors are not liable for money damages to Registrant or its
stockholders
except for (a) actual receipt of an improper benefit or profit in money,
property
or services or (b) active and deliberate dishonesty that is material to
the cause
of action adjudicated in the proceeding. Officers are protected to the
same
extent as directors.
Registrant's Articles and bylaws also provide that Registrant's
directors, officers and employees must be indemnified (a) against
expenses of
successfully defending a proceeding against them in their respective
capabilities, and (b) against judgments, penalties, settlements and
reasonable
expenses unless it is established that: (i) the individual's act or
omission was
material to the matter giving rise to the proceeding and either was
committed in
bad faith or was the result of active and deliberate dishonesty; (ii) the
person
actually received an improper personal benefit in money, property or
services;
or (iii) in the case of any criminal proceeding, the person had
reasonable cause
to believe that the act or omission was unlawful. However,
Registrant may not
indemnify an individual who has been found liable to the corporation
in a
proceeding brought by or in the right of the corporation or on the
basis that
personal benefit was improperly received (except for expenses
pursuant to court
order). The Articles provide that no subsequent repeal or
modification of
charter provisions shall limit or eliminate benefits provided to
directors/officers as to any prior act or omission.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibit 4.1 The Rights Agreement between Chase
Manhattan Bank, N.A., dated July 18, 1989, as
adopted by the Registrant, is incorporated herein
by reference to Exhibit A filed with the Form 8-K
of ICM dated July 19, 1989.
4.2 Amendment No. 1 to the Rights Agreement,
dated March 20, 1990, between ICM and The Chase
Manhattan Bank, N.A., as adopted by the
Registrant, is incorporated herein by reference
to Exhibit B filed with Form 8-K of ICM dated
April 6, 1990.
4.3 The Registration Rights Agreement dated as
of
December 5, 1990, between ICM and Peter B.
Bedford, as adopted by the Registrant, is
incorporated herein by reference to Exhibit D
filed with the Form 8-K of ICM dated December
13,1990.
5 Opinion of Greene, Radovsky, Maloney & Share.
10.1 The ICM Property Investors Incorporated 1992
Directors' Stock Option Plan effective May 20,
1992, as adopted by the Registrant, is
incorporated by reference to the Company's
Registration Statement on Form 8-B filed July 21,
1993.
10.2 Form of Incentive Stock Option Agreement entered
into between the Registrant and participants in
the Bedford Property Investors, Inc. Employee
Stock Option Plan.
10.3 Form of Non-Qualified Stock Option Agreement
entered into between the Registrant and
participants in the Bedford Property Investors,
Inc. Employee Stock Option Plan.
23 Consent of KPMG Peat Marwick.
Item 9.Undertakings.
(a) The undersigned Registrant hereby undertake
(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;
(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;
(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, as amended, that are incorporated by
reference in
the Registration Statement.
(2) That, for the purposes of determining any liability under the
Securities Act of 1933, as amended, 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 further undertakes that,
for
purposes of determining any liability under the Securities Act of 1933,
as
amended, each filing of the Registrant's annual report pursuant to
Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934, as amended,
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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended 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>
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
Registration
Statement to be signed on its behalf by the undersigned, thereunto
duly
authorized, in the City of Lafayette, State of California, on February
18, 1994.
BEDFORD PROPERTY INVESTORS, INC.
By /s/Peter B. Bedford
President, Chief Executive
Officer and Chairman of
the Board
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following
persons in the
capacities and on the dates indicated.
/s/Roger J. Galassi
Vice President, Secretary
and Treasurer
/s/Jay Spangenberg
Vice President Finance
(Principal Financial Officer)
/s/Hanh Kihara
Controller (Principal
Accounting Officer)
/s/Peter B. Bedford
Chairman of the Board and
Chief Executive Officer
/s/Claude M. Ballard
Director
/s/Anthony M. Frank
Director
Martin I. Zankel
Director
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm in the Registration
Statement
on Form S-8 pertaining to the Bedford Property Investors, Inc.
Employee Stock
Option Plan and to the incorporation by reference therein of our
reports dated
December 31, 1991 and December 31, 1992, with respect to the
financial statements
and schedules of ICM Property Investors Incorporated ("ICM"),
included in ICM's
Annual Report on Form 10-K for the year ended December 31, 1992
filed with the
Securities and Exchange Commission.
/s/KPMG Peat Marwick
<PAGE>
EXHIBIT 5
February 18, 1994
Board of Directors
Bedford Property Investors, Inc.
3658 Mt. Diablo Boulevard, Suite 210
Lafayette, CA 94549
Re: Registration Statement on Form S-8
Gentlemen:
You have requested our opinion with respect to certain matters
described below relating to 1,800,000 shares of the common stock
(the "Common
Shares") of Bedford Property Investors, Inc. ("Bedford") to be issued
pursuant
to the exercise of options issued under the Bedford Property
Investors, Inc.
Employee Stock Option Plan (the "Plan"), pursuant to the
Registration Statement
on Form S-8 (the "Registration Statement") filed by Bedford on this
date pursuant
to the Securities Act of 1933, as amended (the "Securities Act").
In connection with our opinion, we have reviewed and relied
upon the
Registration Statement, the Articles of Incorporation and the Bylaws
of Bedford;
copies of resolutions of the board of directors of Bedford authorizing
the
issuance of the Common Shares and the filing of, and the transactions
described
in, the Registration Statement; and such other records, documents,
instruments
and certificates of public officials and of Bedford as we have deemed
necessary
for the purpose of rendering the opinions herein set forth. In making
such
examination, we have assumed the genuineness of all signatures and
the
authenticity of all items submitted to us as originals and the
conformity with
originals of all items submitted to us as copies.
Based upon and subject to the foregoing, and subject to the
qualifications set forth herein, we are of the opinion that:
The Common Shares to be issued under the Plan and pursuant
to the
Registration Statement are duly authorized and when issued, will be
fully paid
and nonassessable, provided the full purchase price for each of the
Common Shares
is paid to and received by Bedford.
We hereby consent to the use of this opinion for filing with the
Registration Statement as Exhibit 5 thereto.
Very truly yours,
/s/ GREENE, RADOVSKY, MALONEY & SHARE
