SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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POPE RESOURCES, A DELAWARE LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in Its Charter)
Delaware 93-1103182
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
19245 Tenth Avenue N.E., Poulsbo, Washington 98370
(Address of Principal Executive Offices, including Zip Code)
Pope Resources 1997 Unit Option Plan
(Full Title of the Plan)
C T Corp.
520 Pike Street #2610
Seattle, Washington 98101
(Name and Address of Agent for Service)
(206) 622-4511
(Telephone Number, Including Area Code, of Agent for Service)
----------------------
Copy to:
Greg F. Adams, Esq.
Davis Wright Tremaine
2600 Century Square
1501 Fourth Avenue
Seattle, Washington 98101-1688
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of
be Registered Registered Offering Price Per Aggregate Offering Registration Fee
Unit(1) Price
- ---------------------- ------------ ------------------ ------------------ ----------------
Common Stock 300,000 $29.00 $8,700,000 $2,566.50
====================== ============ ================== ================== ================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee. The
price per share is estimated to be $29.00 based on the last sale quoted on
NASDAQ on February 5, 1998.
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
Item 1. Plan Information. (1)
Item 2. Registrant Information and Employee Plan Annual Information. (2)
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(1) Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 of the Securities Act of 1933, as amended, and the Note to Part 1
of Form S-8.
(2) Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 of the Securities Act of 1933, as amended, and the Note to Part 1
of Form S-8.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by reference into this
Registration Statement:
(a) The Registrant's most recent annual report on Form 10-K405
(File No. 001-09035), filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934, containing audited financial
statements for the Registrant's latest fiscal year;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 since the end of the
fiscal year covered by the Registrant document referred to in
(a) above; and
(c) The Registrant's description of securities contained in the
registration statement on Form 10, filed under File No. 1-9035
and declared effective on December 5, 1985.
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 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 securities offered
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated herein by reference and to be a part hereof from
the date of the filing of such documents with the Commission.
Item 4. Description of Securities.
The securities to be offered pursuant to this Registration Statement
include non-statutory options (the "Options") to purchase limited partnership
units (the "Units") of the Registrant. There is no established trading market
for the Options. The Units are listed and traded on the National Association of
Securities Dealers Automated Quotation System - National Market System
("NASDAQ-NMS") under the symbol POPEZ. During the two-year period ended December
31, 1997 the Units traded at a range between $16.00 (low) and $30.50 (high) per
Unit. The closing price on February 5, 1998 was $29.00.
The Units underlying the Options are subject to certain rights and
limitations described more fully in the Limited Partnership Agreement dated
November 7, 1985, as amended (the "Partnership Agreement").(3) The total number
of options that may be granted under the Plan is subject to the discretion of
the Board of Directors of Pope MGP, Inc., the Registrant's Managing
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(3) Incorporated by reference from the Registrant's registration statement on
Form 10, filed under File No. 1-9035 and declared effective on December 5,
1985. The Amendment to the Partnership Agreement dated December 16, 1987 is
incorporated by reference to the Registrant's annual report on Form 10-K
for the fiscal year ended December 31, 1987. The Amendment to the
Partnership Agreement dated March 14, 1997 is incorporated by reference to
the Registrant's definitive proxy statement on Form 14A filed on February
14, 1997 and from the Registrant's quarterly report on Form 10-Q for the
period ended June 30, 1997.
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<PAGE>
General Partner. Limited Partners are entitled to pro rata distributions of
profits and losses at the end of each fiscal year, subject to certain
limitations imposed by the Partnership Agreement and the Internal Revenue Code.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant has authority under applicable provisions of the
Delaware Revised Limited Partnership Act to indemnify its directors and officers
to the extent provided under such Act. The Registrant's Partnership Agreement,
dated November 7, 1985 and as currently amended, contains additional
indemnification provisions for the benefit of the managing general partner and
certain directors and officers of the managing general partner of the
Registrant.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following Exhibits are filed as a part of this Registration
Statement:
Exhibit
Number Description
- ------- -----------
4.1 Limited Partnership Agreement of the Registrant, as amended and restated.
4.4 Pope Resources 1997 Unit Option Plan Summary.
5.1 Opinion of Davis Wright Tremaine as to the legality of securities being
registered through this Registration Statement.
24.1 Consent of Davis Wright Tremaine, contained in opinion filed as
Exhibit 5.1.
25.1 Power of Attorney (see signature page).
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes to do the following:
(1) File, during any period in which it offers or sells
securities, a post-effective amendment to this
registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of
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<PAGE>
the Securities Act;
(ii) Reflect in the prospectus facts or events which,
individually or together, represent a fundamental
change in the information in the registration
statement; and
(iii) Include any additional or changed material information
on the plan of distribution.
(2) For determining liability under the Securities Act, treat
each post-effective amendment as a new registration statement
of the securities offered, and the offering of the securities
at that time to be the initial bona fide offering.
(3) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the
offering.
(b) 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 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.
(c) (1) For determining any liability under the Securities Act, treat
the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule
430A and contained in a form of prospectus filed by the
Registrant pursuant to Rule 424(b)(1) or (4), or 497(h) under
the Securities Act as part of this registration statement as
of the time the Commission declared it effective.
(2) For determining any liability under the Securities Act, treat
each post-effective amendment that contains a form of
prospectus as a new registration statement for the securities
offered in the registration statement, and offering of the
securities at that time as the initial bona fide offering of
those securities.
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<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 Seattle, State of Washington, on the 20th day of
January 1998.
POPE RESOURCES,
A DELAWARE LIMITED PARTNERSHIP
By: /s/ Gary F. Tucker
Gary F. Tucker
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Pope Resources, A
Delaware Limited Partnership, hereby severally and individually constitute and
appoint Gary F. Tucker and Thomas M. Ringo, and each of them, as true and lawful
attorneys in fact for the undersigned, in any and all capacities, with full
power of substitution, to sign any and all amendments to this Registration
Statement (including post-effective amendments), and to file the same with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys in fact, and
each of them, 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 or she might or could do in person, hereby
ratifying and confirming all that said attorneys in fact, or any of them, may
lawfully do or cause to be done by virtue of this appointment.
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
--------- ----- ----
/s/ Gary F. Tucker
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Gary F. Tucker President and
Principal Chief Executive Officer, January 20, 1998
Executive Officer Partnership and Pope MGP,
Inc.; Director, Pope MGP, Inc.
/s/ Thomas M. Ringo
- -------------------
Thomas M. Ringo Senior Vice President, Finance and January 20, 1998
Principal Client Relations, Partnership and
Financial Officer Pope MGP, Inc.
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<PAGE>
Signature Title Date
--------- ----- ----
/s/ Meredith R. Green
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Meredith R. Green Treasurer and Controller, January 20, 1998
Principal Partnership and Pope MGP, Inc.
Accounting Officer
/s/ Adolphus Andrews, Jr.
- -------------------------
Adolphus Andrews, Jr. Director, Pope MGP, Inc. January 20, 1998
Director
/s/ Peter T. Pope
- -----------------
Peter T. Pope Director, Pope MGP, Inc. January 20, 1998
Director
/s/ Marco F. Vitulli
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Marco F. Vitulli Director, Pope MGP, Inc. January 20, 1998
Director
/s/Douglas E. Norberg
- ---------------------
Douglas E. Norberg Director, Pope MGP, Inc. January 20, 1998
Director
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<PAGE>
INDEX TO EXHIBITS
Exhibit Sequentially
Number Description Numbered Pages
------- -------------------------------------------------- --------------
4.1 Limited Partnership Agreement of the Registrant
dated November 7, 1985, incorporated by reference
from the Registrant's registration statement on
Form 10 filed under File No. 1-9035 and declared
effective on December 5, 1985.
4.2 Amendment to Limited Partnership Agreement dated
December 16, 1986, incorporated by reference from
the Registrant's annual report on Form 10-K for
the fiscal year ended December 31, 1987.
4.3 Amendment to Limited Partnership Agreement dated
March 14, 1997, incorporated by reference from the
Registrant's definitive proxy statement on Form
14A dated February 14, 1997 and from the
Registrant's quarterly report on Form 10-Q for the
period ended June 30, 1997.
4.4 Pope Resources 1997 Unit Option Plan Summary. 9
5.1 Opinion of Davis Wright Tremaine as to the 13
legality of securities being registered through
this Registration Statement.
24.1 Consent of Davis Wright Tremaine, contained in 13
opinion filed as Exhibit 5.1
25.1 Power of Attorney (see signature page) 9
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Exhibit 4.4
POPE RESOURCES
1997 UNIT OPTION PLAN INFORMATION
----------
This document constitutes part of a prospectus
covering securities that have been registered
under the Securities Act of 1933
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GENERAL PLAN INFORMATION
Pope Resources, A Delaware Limited Partnership (the "Partnership")
established the Pope Resources 1997 Unit Option Plan (the "Plan") to attract,
motivate and retain selected officers, employees, independent contractors and
directors who provide services to the Partnership and certain related entities,
and to enable these individuals to have a proprietary interest in the success of
the Partnership. The Plan provides this incentive by granting to such
individuals options to purchase Units of the Partnership. The effective date of
the Plan was March 14, 1997. The Partnership is the Registrant. The Plan is not
subject to the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), nor to the provisions of Sections 401(a) or 422 of the Internal
Revenue Code (the "Code").
The Partnership's Managing General Partner, Pope MGP, Inc., a Delaware
corporation (the "General Partner"), represents that it intends the Plan to be a
continuing and permanent program for Participants. However, the Board of
Directors of the General Partner or a committee appointed by that Board (the
"Plan Administrator") reserves the right to terminate, modify or amend the Plan,
provided that no amendment or modification shall, without the consent of the
Participant, impair or diminish any of the Participant's rights or any
obligations of the Partnership under such option. Subject to certain limitations
described more fully in the Plan, no outstanding option may be terminated
without the consent of the Participant.
The Plan Administrator shall act as the manager of the Plan. The Plan
Administrator has the authority, in its discretion, to determine all matters
relating to the options to be granted under the Plan. The Plan Administrator has
the sole authority to interpret the provisions of the Plan, any option issued
under the Plan, and any rule or regulation applicable to the Plan. The Plan
Administrator's interpretation shall be conclusive and binding on all interested
parties.
Participants in the Plan may obtain additional information about the
Plan from Pope Resources, whose address is 19245 Tenth Avenue N.E., Poulsbo,
Washington, 98370, and whose telephone number is (360) 697-6626.
SECURITIES TO BE OFFERED
The securities available under the Plan's options are the limited
partnership units in the Partnership (the "Units"). The Units subject to options
granted under the Plan shall be Units of the Partnership presently authorized
but currently unissued, or units presently held or subsequently acquired by the
Partnership. The Units are subject to certain rights and limitations described
more fully
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<PAGE>
in the Limited Partnership Agreement, dated as of November 7, 1985, as currently
amended. The Limited Partnership Agreement is incorporated herein by reference,
and a copy of that Agreement is available upon request from the Partnership.
The Units are traded on the National Association of Stock Dealers
Automated Quotation System - National Market System ("NASDAQ-NMS") under the
symbol POPEZ. The total number of Units that may be issued pursuant to options
granted under the Plan is subject to the discretion of the Plan Administrator.
INDIVIDUALS WHO MAY PARTICIPATE IN THE PLAN
Options may be granted to officers and other employees of the
Partnership or its related entities, including officers, directors, employees
and affiliates of the General Partner who may also be employees of the
Partnership or a "related entity," as defined in the Plan.
Within the parameters established by the Plan, the Plan Administrator
has the sole discretion to determine the options granted under the Plan,
including the selection of individuals receiving options, the number of Units
subject to each option, the exercise price of the options, and all other terms
and conditions of the options. Grants of options under the Plan need not be
identical in any respect, even when made simultaneously.
PURCHASE OF SECURITIES OFFERED
The Plan Administrator determines the individuals who are eligible to
participate. The purchase price per Unit under each option shall be set by the
Plan Administrator. Options granted under the Plan will generally be subject to
a vesting schedule whereby the option vests ratably over a four year period,
such period beginning on the date of the grant and ending on the fourth
anniversary of the grant. If not exercised or terminated sooner (under the terms
of the Plan), each option shall expire on the date specified in the option
agreement (not later than the tenth anniversary of the date on which the option
is granted, unless specified otherwise in the individual option agreement).
Payment of the option exercise price shall be made in full at the time
the notice of exercise of the options is delivered to the Partnership, and shall
be in cash, bank-certified check, cashier's check, or personal check (unless at
the time of exercise the Plan Administrator in a particular case determines not
to accept a personal check). At the discretion of the Plan Administrator,
payment may be made through the delivery of Units held by the Optionee (for at
least six months) having a fair market value equal to the exercise price or by
the Optionee's delivery of a properly executed exercise note for a "cashless"
exercise, in accordance with applicable securities regulations.
Exercise of an option shall result in the purchase of authorized but
unissued Units, or Units now held or subsequently acquired by the Partnership.
The Partnership will not impose any fees, commissions, or additional charges on
such purchase. The Partnership will receive the entire purchase price as stated
in each option agreement.
RESALE RESTRICTIONS
Resales of Partnership Units by affiliates of the Partnership will be
subject to the limitations imposed by state and federal securities laws, as well
as the rules of any stock exchange on which the
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<PAGE>
Partnership's securities are listed or sold. In certain situations, officers,
directors and principal Unit holders of the Partnership (and related entities)
who receive options may not, for a period of six moths following the initial
grant of the option, sell the corresponding Units.
FEDERAL INCOME TAX CONSEQUENCES
The mere grant of a Unit option will not trigger any federal taxable
income to the Optionee; correspondingly, the Partnership will not be entitled to
a tax deduction at the time of grant. When any part of a Unit option is
exercised, the Optionee will be deemed to have received ordinary income in an
amount equal to the difference between the option price and the fair market
value of the Units at the time of exercise. In the event an Optionee cannot sell
Units acquired on the exercise of an option without incurring liability under
Section 16(b) of the Securities Exchange Act of 1934, the recognition of income
in respect of exercise is delayed (unless the Optionee elects otherwise under
Section 83(b) of the Code within 30 days of the exercise) until the earlier of
(i) the end of six months after the purchase of the shares or (ii) the first day
such restriction ceases.
The Partnership may claim a tax deduction in an amount equal to the
ordinary income realized by the Optionee, provided the Partnership satisfies its
reporting obligations under the Code. Unless the Optionee is an independent
contractor or foreign resident, the Partnership may be required to withhold
income taxes and employment taxes payable in connection with the exercise of a
Unit option. The Partnership may withhold applicable payroll taxes from regular
wages or supplemental wages, or take steps to otherwise insure that the amount
of taxes required to be withheld is available for payment, including the
withholding of an appropriate number of Units to be issued upon the exercise of
an option.
The foregoing is a summary of complex federal income tax laws affecting
the exercise of Unit option. State and local income tax consequences to an
Optionee may differ from federal income tax consequences. An Optionee who
intends to exercise an option or dispose of Units acquired on the exercise of an
option should consult his or her own tax advisor with respect to the federal,
state and local income tax consequences.
ASSIGNMENT AND FORFEITURE OF INTEREST
Options granted under the Plan and the rights and privileges conferred
thereby may not be transferred, assigned, pledged, or hypothecated in any manner
(whether by operation of law or otherwise) other than by will or applicable laws
of descent and distribution. Options granted pursuant to the Plan shall not be
subject to execution, attachment, or similar process. Upon any attempt to
transfer, assign, pledge, hypothecate, or otherwise dispose of any option under
the Plan or any rights or privilege conferred by the Plan, contrary to the
provisions thereof, or upon the sale, levy or any attachment or similar process
upon the rights and privileges conferred by any options granted under the Plan,
such option shall terminate and become void. No person may create a lien on any
funds, securities, or other property held under the Plan.
Options granted under the Plan shall generally expire on the earlier of
the following two events: (1) the date of expiration; or (2) the ninety-first
(91st) day following termination of employment. Special rules apply in the event
of the participant's retirement, death or disability.
The aggregate number and class of Units for which options are granted
under the Plan, as well
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<PAGE>
as options outstanding, shall be adjusted to reflect proportionately any split,
reverse split, combination, recapitalization, or other increase or decrease in
the number of Units. In addition, any option granted under the Plan shall
terminate if the limited partners of the Partnership receive cash, securities or
other property in exchange for or in connection with their Units as a result of
a merger, consolidation, reorganization or liquidation of the Partnership (other
than a mere transfer to a new entity, after which Unit holders own the same
proportionate interest in the new entity). Optionees, however, shall have the
right immediately prior to such an event to exercise their option in whole or in
part.
INFORMATION ABOUT THE PARTNERSHIP
The following documents are available to holders of options without
charge, upon written or oral request to the Partnership. Requests should be
directed to the Partnership's office, whose address is 19245 Tenth Avenue N.E.,
Poulsbo, Washington, 98370, and whose telephone number is (360) 697-6626.
(a) The Partnership's latest annual report filed pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 or the latest prospectus filed
pursuant to Rule 424(b) or (c) under the Securities Act of 1933, which contains,
either directly or by reference, certified financial statements for the
Partnership's latest fiscal year for which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
annual report or prospectus referred to in (a) above.
(c) The Partnership's definitive proxy statement filed pursuant to
Section 14 of the Securities Exchange Act of 1934 in connection with the latest
annual meeting of its limited partners, and any definitive proxy statements so
filed in connection with any subsequent special meetings of its Unit holders.
(d) The description of the Partnership's Units, which is contained in a
Registration Statement on Form 8-A filed pursuant to Section 12 of the
Securities Exchange Act of 1934, including any amendment or report filed for the
purpose of updating such description.
(e) Information as to Unit options, including the amount outstanding,
exercises, prices, and expiration dates, included in the Partnership's
definitive proxy statement, described in (c) above and which will be included in
the future either by the Partnership's proxy statements, annual reports, or
appendices to the prospectus.
January 30, 1998
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Exhibit 5.1
[Davis Wright Tremaine LLP Letterhead]
February 9, 1998
Pope Resources Limited Partnership
19245 Tenth Avenue N.E.
Poulsbo, Washington 98370
Re: Unit Option Plan
Dear Ladies and Gentlemen:
We have acted as counsel to Pope Resources, A Delaware Limited Partnership (the
"Partnership"), in connection with its registration statement of its Unit Option
Plan and corresponding limited partnership units (the "Registration Statement").
Capitalized terms used herein that are not otherwise defined have the meanings
ascribed thereto as set forth in the Registration Statement and the exhibits
thereto.
We have examined such documents, papers, statutes and authorities as we have
deemed necessary to form a basis for the opinions hereinafter expressed. We have
assumed the genuineness of all signatures, the authenticity of documents,
certificates and records submitted to us as originals, the conformity to the
originals of all documents, certificates and records submitted to us as copies,
the legal capacity of all natural persons executing documents, certificates and
records, and the completeness and accuracy as of the date of this opinion letter
of the information contained in such documents, certificates and records.
Based upon the foregoing, we are of the opinion that:
1. The Partnership is duly formed and validly existing under the laws
of the State of Delaware.
2. The Plan, the Units and the options respecting such Units have
been duly authorized and, when appropriate certificates have been
duly executed by the proper officers of the Partnership's Managing
General Partner, will be validly issued, fully paid and
nonassessable.
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<PAGE>
Pope Resources Limited Partnership
February 9, 1998
Page 2
This opinion is limited to the laws of the States of Delaware and Washington and
the federal laws of the United States of the type typically applicable to
transactions contemplated by the Registration Statement. We express no opinion
with respect to the laws of any other country, state or jurisdiction.
This opinion letter is limited to the matters stated herein and no opinion is
implied or may be inferred beyond the matters expressly stated. This letter
speaks only as of the date hereof and is limited to present statutes,
regulations and administrative and judicial interpretations. We undertake no
responsibility to update or supplement this letter after the date hereof.
We consent to being named in the Registration Statement as counsel who are
passing upon the validity of the options to be issued pursuant to the
Registration Statement and to the reference to our name under the caption "Legal
Matters" in such Registration Statement. Subject to the foregoing, this opinion
letter may be relied upon by you only in connection with the Offering and may
not be used or relied upon by you for any other purpose or by any other person
for any purpose whatsoever without, in each instance, our prior written consent.
Very truly yours,
Davis Wright Tremaine LLP
/s/ Stuart C. Harris
Stuart C. Harris
DCB:mjw/ah
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