<PAGE> 1
As filed with the Securities and Exchange Commission on October 4, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EXCEL REALTY TRUST, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 33-0160389
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
16955 VIA DEL CAMPO, SUITE 110
SAN DIEGO, CALIFORNIA 92127
(619) 485-9400
(Address of principal executive offices, Zip Code, and telephone number)
1993 STOCK OPTION PLAN OF
EXCEL REALTY TRUST, INC.
(Full title of the plan)
RICHARD B. MUIR Copies to:
EXECUTIVE VICE PRESIDENT SCOTT N. WOLFE, ESQ.
AND SECRETARY LATHAM & WATKINS
16955 VIA DEL CAMPO, SUITE 110 701 "B" STREET
SAN DIEGO, CALIFORNIA 92127 SUITE 2100
(619) 485-9400 SAN DIEGO, CALIFORNIA 92101
(Name, address including zip code, and (619) 236-1234
telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================
Proposed
Proposed Maximum
Amount Maximum Aggregate Amount of
Title of Each Class of being Offering Offering Registration
Securities to be Registered Registered Price Per Share(1) Price(1) Fee
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value...(2) 750,000 $21.63 $16,222,500 $5,594.00
======================================================================================================
</TABLE>
(1) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457, and based on a price per share of $21.63, the
average of the highest and lowest sales price of common stock of the
Company reported on the New York Stock Exchange on October 2, 1996.
(2) The 1993 Stock Option Plan of Excel Realty Trust, Inc. (the "1993 Plan")
authorizes the issuance of a maximum of 1,450,000 shares. However,
700,000 of the shares which may ultimately be issued under the 1993 Plan
upon exercise of options have already been registered pursuant to Form
S-8 Registration Statement No. 33-84982. Only the additional 750,000
shares recently authorized for issuance under the 1993 Plan are being
registered hereunder, none of which are subject to presently outstanding
options.
Page 1 of 8
Exhibit Index on Page 4
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The contents of the Registration Statement on Form S-8 (File No.
33-84982) of Excel Realty Trust, Inc. (the "Company") relating to 700,000 shares
of the Company's Common Stock which may be issued under the 1993 Plan is
incorporated by reference herein in its entirety.
ITEM 8. EXHIBITS
3.1 Amended and Restated Articles of Incorporation of the Company,
incorporated by reference to Exhibit 3.1 to Amendment No. 1 to the
Company's Registration Statement on Form S-11 (File No. 33-63160).
3.2 Amended and Restated Bylaws of the Company, incorporated by
reference to Exhibit 3.2 to Amendment No. 1 to the Company's
Registration Statement on Form S-11 (File No. 33-63160).
4.1 1993 Stock Option Plan of Excel Realty Trust, Inc., as amended,
incorporated by reference to Exhibit "B" to the Company's Proxy
Statement dated April 1, 1996 relating to the 1996 Annual Meeting of
Stockholders of the Company.
4.2 Form of Incentive Stock Option Agreement, incorporated by reference
to Exhibit 10.11 to the Company's Registration Statement on Form
S-11 (File No. 33-63160).
4.3 Form of Non-Qualified Stock Option Agreement, incorporated by
reference to Exhibit 10.12 to the Company's Registration Statement
on Form S-11 (File No. 33-63160).
5.1 Opinion of Ballard, Spahr, Andrews & Ingersoll.
23.1 Consent of Coopers & Lybrand, L.L.P.
23.2 Consent of Ballard, Spahr, Andrews & Ingersoll (included in Exhibit
5.1).
24.1 Power of Attorney (included on page 3 hereof).
2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 San Diego, State of California, on October 4,
1996.
EXCEL REALTY TRUST, INC.
By: /s/ Gary B. Sabin
---------------------------------
Gary B. Sabin
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below authorizes Gary B. Sabin and
Richard B. Muir, and either of them, with full power of substitution and
resubstitution, his true and lawful attorneys-in-fact, for him in any and all
capacities, to sign any amendments (including post-effective amendments) to this
Registration Statement and to file the same, with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Gary B. Sabin Chairman of the Board, Chief October 4, 1996
- -------------------------- Executive Officer, and
Gary B. Sabin President (Principal
Executive Officer)
/s/ Richard B. Muir Executive Vice President and October 4, 1996
- -------------------------- Director
Richard B. Muir
/s/ David A. Lund Chief Financial Officer October 4, 1996
- -------------------------- (Principal Financial and
David A. Lund Accounting Officer)
/s/ Boyd A. Lindquist Director October 4, 1996
- --------------------------
Boyd A. Lindquist
/s/ D. Charles Marston Director October 1, 1996
- --------------------------
D. Charles Marston
/s/ Robert E. Parsons, Jr. Director October 4, 1996
- --------------------------
Robert E. Parsons, Jr.
/s/ Bruce A. Staller Director October 4, 1996
- --------------------------
Bruce A. Staller
/s/ John H. Wilmot Director September 30, 1996
- --------------------------
John H. Wilmot
3
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EXHIBIT INDEX
EXHIBIT PAGE
- ------- ----
3.1 Amended and Restated Articles of Incorporation of the --
Company, incorporated by reference to Exhibit 3.1 to
Amendment No. 1 to the Company's Registration Statement on
Form S-11 (File No. 33-63160).
3.2 Amended and Restated Bylaws of the Company, incorporated --
by reference to Exhibit 3.2 to Amendment No. 1 to the
Company's Registration Statement on Form S-11 (File No.
33-63160).
4.1 1993 Stock Option Plan of Excel Realty Trust, Inc., as --
amended, incorporated by reference to Exhibit "B" to the
Company's Proxy Statement dated April 1, 1996 relating to
the 1996 Annual Meeting of Stockholders of the Company.
4.2 Form of Incentive Stock Option Agreement, incorporated by --
reference to Exhibit 10.11 to the Company's Registration
Statement on Form S-11 (File No. 33-63160).
4.3 Form of Non-Qualified Stock Option Agreement, incorporated --
by reference to Exhibit 10.12 to the Company's
Registration Statement on Form S-11 (File No. 33-63160).
5.1 Opinion of Ballard, Spahr, Andrews and Ingersoll.* 5
23.1 Consent of Coopers & Lybrand, L.L.P.* 8
23.2 Consent of Ballard, Spahr, Andrews and Ingersoll (included --
in Exhibit 5.1).*
24.1 Power of Attorney.* 3
* Filed herewith.
4
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EXHIBIT 5.1
[Ballard Spahr Andrews & Ingersol letterhead]
October 4, 1996
Excel Realty Trust, Inc.
16955 Via Del Campo
Suite 110
San Diego, CA 92127
Re: Excel Realty Trust, Inc. Registration Statement on Form S-8 -
750,000 Shares of Common Stock, Par Value - $.01 Per Share
Ladies and Gentlemen:
In connection with the registration of 750,000 shares of Common Stock, par
value $.01 per share (the "Stock") under the Securities Act of 1933, as amended
(the "Act"), by Excel Realty Trust, Inc., a Maryland corporation (the
"Corporation"), on the Registration Statement on Form S-8 filed or to be filed
with the Securities and Exchange Commission (the "Commission") on or about
October 4, 1996, you have requested our opinion with respect to the matters set
forth below. We note that the Registration Statement to which this Opinion is to
be attached as an Exhibit incorporates by reference Registration Statement No.
33-84982 previously filed with the Commission. Any reference herein below to the
"Registration Statement" will mean and include the Registration Statement to
which this Opinion is attached, together with Registration Statement No.
33-84982, as incorporated therein by reference.
We have acted as special Maryland corporate counsel for the Company in
connection with the matters described herein. In our capacity as special
Maryland corporate counsel to the Corporation, we have reviewed and are familiar
with the proceedings taken and proposed to be taken by the Corporation in
connection with the authorization, issuance and sale of the Stock and for
purposes of this Opinion, have assumed such proceedings will be timely completed
in the manner presently proposed. We have examined the Articles of Amendment and
Restatement of the Corporation filed on May 23, 1995 with the State Department
of Assessments and Taxation of Maryland (the "Charter"), the Bylaws of the
Corporation and certain actions taken by the Corporation's Board of Directors
and Stockholders, including relevant authorizations and approvals. We have
assumed that the options pursuant to which the Stock is to be issued are, or at
the time of issuance of the corresponding shares of Stock will be, validly
issued and outstanding, and that such options have not been and will not be
transferred or issued to the holder thereof in violation of the restrictions or
limitations contained in the Charter. We also examined such laws, records,
documents, certificates, opinions and instruments as we have deemed necessary to
render this Opinion.
We have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity to the originals of
all documents submitted to us as certified, photostatic, facsimile or conformed
copies. In addition, we have assumed that each person executing the instrument,
document or certificate referred to herein on behalf of any party is duly
authorized to do so, and that each certificate submitted to us as true and
accurate, both when given and as of the date hereof.
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Based on the foregoing and subject to the assumptions and qualifications
set forth herein, it is our opinion that, as of the date of this letter, the
Stock has been duly authorized and will, upon issuance and delivery in
accordance with, and subject to, the terms and conditions described in the
Registration Statement, be validly issued, fully paid and non-assessable.
We consent to your filing of this Opinion as an exhibit to the
Registration Statement and to the reference to the name of our firm under the
heading "Legal Matters".
We are qualified to practice law in the State of Maryland and do not
express any opinions herein concerning any law other than the law of the State
of Maryland. Furthermore, the opinions presented in this letter are limited to
the matters specifically set forth herein and no other opinion shall be inferred
beyond the matters expressly stated.
The opinions expressed in this letter are solely for your use and may not
be relied upon by any person without our prior written consent.
Very truly yours,
BALLARD, SPAHR, ANDREWS & INGERSOL
2
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of Excel Realty Trust, Inc. and subsidiaries on Form S-8 of our
report dated February 5, 1996 on our audits of the consolidated financial
statements and financial statement schedules of Excel Realty Trust, Inc. and
subsidiaries as of December 31, 1995 and 1994, and for each of the three years
in the period ended December 31, 1995.
COOPERS & LYBRAND L.L.P.
San Diego, California
October 3, 1996
