<PAGE> 1
As filed with the Securities and Exchange Commission on August 19, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
NEW PLAN EXCEL REALTY TRUST, INC.
(Exact Name of Registrant as Specified in Its Charter)
MARYLAND 33-0160389
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
1120 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
(212) 869-3000
(Address of Principal Executive Offices) (Zip Code)
NEW PLAN EXCEL REALTY TRUST, INC.
DIRECTORS' 1994 STOCK OPTION PLAN
(Full Title of the Plan)
STEVEN F. SIEGEL, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
NEW PLAN EXCEL REALTY TRUST, INC.
1120 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
(Name and Address of Agent For Service)
(212) 869-3000
(Telephone Number, Including Area Code, of Agent for Service)
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COPIES TO:
J. WARREN GORRELL, JR., ESQ.
DAVID W. BONSER, ESQ.
HOGAN & HARTSON L.L.P.
885 THIRD AVENUE, 26TH FLOOR
NEW YORK, NEW YORK 10022
(212) 409-9800
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities Amount To Be Proposed Maximum Proposed Maximum Amount of
To Be Registered Registered Offering Price Per Share(1) Aggregate Offering Price(1) Registration Fee
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share 42,100 $ 18.5625 $ 781,481 $ 217.25
</TABLE>
(1) Estimated pursuant to Rule 457(c) and (h) under the Securities Act of 1933
solely for the purpose of calculating the registration fee, based on the average
of the high and low prices per share of the common stock of New Plan Excel
Realty Trust, Inc., par value $.01 per share, on August 16, 1999, as reported on
the New York Stock Exchange.
This Registration Statement incorporates by reference the information contained
in the earlier registration statement relating to the New Plan Excel Realty
Trust, Inc. Directors' 1994 Stock Option Plan, filed on April 8, 1996
(Registration No. 333-02329).
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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 New York, State of New York, as of August 17,
1999.
NEW PLAN EXCEL REALTY TRUST, INC.
By:/s/ ARNOLD LAUBICH
----------------------------------------
Arnold Laubich
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose
signature appears below hereby constitutes and appoints William Newman or Arnold
Laubich his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all 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, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or either of them, or his or their substitute or 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 below by the following officers and
directors of the Registrant in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ WILLIAM NEWMAN Chairman of the Board of August 17, 1999
---------------------------------------- Directors
William Newman
/s/ ARNOLD LAUBICH Chief Executive Officer, August 17, 1999
---------------------------------------- President and Director
Arnold Laubich
/s/ JAMES M. STEUTERMAN Executive Vice President, August 17, 1999
---------------------------------------- Chief Operating Officer,
James M. Steuterman and Director
/s/ MICHAEL I. BROWN August 17, 1999
----------------------------------------
Michael I. Brown principal accounting officer
/s/ DEAN BERNSTEIN Senior Vice President -- August 17, 1999
---------------------------------------- Finance, and Director
Dean Bernstein Principal Financial Officer
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C>
/s/ RAYMOND H. BOTTORF Director August 17, 1999
----------------------------------------
Raymond H. Bottorf
/s/ NORMAN GOLD Director August 17, 1999
----------------------------------------
Norman Gold
/s/ MELVIN NEWMAN Director August 17, 1999
----------------------------------------
Melvin Newman
/s/ BRUCE A. STALLER Director August 17, 1999
----------------------------------------
Bruce A. Staller
/s/ JOHN WETZLER Director August 17, 1999
----------------------------------------
John Wetzler
/s/ GREGORY WHITE Director August 17, 1999
----------------------------------------
Gregory White
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
5.1 Opinion of Hogan & Hartson L.L.P.
23.1 Consent of Hogan & Hartson L.L.P. (included as part of Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (included as part of signature page)
99.1 Directors' 1994 Stock Option Plan of the Company (Amended and Restated
May 10, 1996), filed as Exhibit 10.8 to the Company's Annual Report on
Form 10-K/A for the year ended December 31, 1998
99.2 Amendment to the 1994 Directors' Stock Option Plan of the Company
(Amended and Restated May 10, 1996), dated September 28, 1998, filed as
Exhibit 10.9 to the Company's Annual Report on Form 10-K/A for the year
ended December 31, 1998
</TABLE>
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HOGAN & HARTSON L.L.P
885 THIRD AVENUE
NEW YORK, NEW YORK 10022
PH: (212) 409-9800
TELECOPY: (212) 409-9801
August 17, 1999
Board of Directors
New Plan Excel Realty Trust, Inc.
1120 Avenue of the Americas
New York, New York 10036
Ladies and Gentlemen:
We are acting as counsel to New Plan Excel Realty Trust, Inc.
(formerly Excel Realty Trust, Inc.), a Maryland corporation (the "Company"), in
connection with its registration statement on Form S-8 (the "Registration
Statement"), filed with the Securities and Exchange Commission relating to an
additional 42,100 shares of common stock, par value $.01 per share (the
"Shares"), issuable in connection with the Company's Directors' 1994 Stock
Option Plan, as amended (the "Plan"). This opinion letter is furnished to you at
your request to enable you to fulfill the requirements of Item 601(b)(5) of
Regulation S-K, 17 C.F.R. Section 229.601(b)(5), in connection with the
Registration Statement.
For purposes of this opinion letter, we have examined copies
of the following documents:
1. An executed copy of the Registration Statement.
2. A copy of the Plan, as certified on the date hereof
by the Secretary of the Company as being complete,
accurate and in effect.
3. The charter of the Company, as certified by the State
Department of Assessments and Taxation of the State
of Maryland on July 12, 1999 and by the Secretary of
the Company on the date hereof as being complete,
accurate and in effect.
4. The Bylaws of the Company, as certified by the
Secretary of the Company on the date hereof as being
complete, accurate and in effect.
5. Resolutions of the Board of Directors of the Company
adopted on August 3, 1999, as certified by the
Secretary of the Company on the date hereof as being
complete, accurate and in effect, relating to the
issuance and sale of the Shares and arrangements in
connection therewith.
In our examination of the aforesaid documents, we have assumed
the genuineness of all signatures, the legal capacity of all natural persons,
the accuracy and completeness of all documents submitted to us, the authenticity
of all original documents, and the conformity to
<PAGE> 2
authentic original documents of all documents submitted to us as copies
(including telecopies). This opinion letter is given, and all statements herein
are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on
Maryland corporate law. We express no opinion herein as to any other laws,
statutes, ordinances, rules or regulations.
Based upon, subject to and limited by the foregoing, we are of
the opinion that following (i) effectiveness of the Registration Statement, (ii)
issuance of the Shares in the manner and on the terms described in the
Registration Statement and the Plan, and (iii) receipt by the Company of the
consideration for the Shares in accordance with the provisions of the Plan, the
Shares will be validly issued, fully paid and nonassessable.
We assume no obligation to advise you of any changes in the
foregoing subsequent to the delivery of this opinion letter. This opinion letter
has been prepared solely for your use in connection with the filing of the
Registration Statement on the date of this opinion letter and should not be
quoted in whole or in part or otherwise be referred to, nor filed with or
furnished to any governmental agency or other person or entity, without the
prior written consent of this firm.
We hereby consent to the filing of this opinion letter as
Exhibit 5.1 to the Registration Statement. In giving this consent, we do not
thereby admit that we are an "expert" within the meaning of the Securities Act
of 1933, as amended.
Very truly yours,
/s/ HOGAN & HARTSON L.L.P.
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HOGAN & HARTSON L.L.P.
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated March 2, 1999 on our audit of the financial
statements and financial statement schedules, which report is included in New
Plan Excel Realty Trust, Inc.'s Annual Report on Form 10-K/A for the year ended
December 31, 1998.
PricewaterhouseCoopers LLP
New York, New York
August 17, 1999
