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As filed with the Securities and Exchange Commission on November 13, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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SIZELER PROPERTY INVESTORS, INC.
(Exact name of registrant as specified in its charter)
Delaware 72-1082589
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2542 Williams Boulevard
Kenner, Louisiana 70062
(504) 471-6200
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
1986 Stock Option Plan, as amended
1989 Directors Stock Option Plan
1994 Directors' Stock Ownership Plan, as amended
1996 Stock Option Plan, as amended
(Full title of the plan)
SIDNEY W. LASSEN,
Chairman of the Board and Chief Executive Officer
Sizeler Property Investors, Inc.
2542 Williams Boulevard
Kenner, Louisiana 70062
(504) 471-6200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
WILLIAM I. SCHAPIRO, Esq.
Jaeckle Fleischmann & Mugel, LLP
800 Fleet Bank Building
Twelve Fountain Plaza
Buffalo, New York 14202
(716) 856-0600
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount Maximum Maximum
to be Offering Price Aggregate Amount of
Title of Each Class of Securities to be Registered Registered Per Share* Offering Price* Registration Fee
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<S> <C> <C> <C> <C>
Shares of Common Stock,
$0.01 par value per share............................ 736,693 $9.125 $6,722,324 $2,038.00
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<FN>
* Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h) under the Securities Act of 1933 on the basis of the average
of the high and low prices, as reported by the New York Stock Exchange,
Inc., of the shares of common stock, on November 12, 1996.
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PART I
In accordance with the instructional Note to Part 1 of Form S-8 as
promulgated by the Securities and Exchange Commission, the information specified
by Part 1 of Form S-8 has been omitted from this Registration Statement on Form
S-8 for offers of shares of common stock of Sizeler Property Investors, Inc.
pursuant to the benefit plans referred to herein. The documents containing the
information required by Part I of the Registration Statement and required to be
delivered to employees pursuant to Rule 428(b) will be sent or given to the plan
participants.
Additionally, participants in the 1986 Stock Option Plan, as amended,
the 1989 Directors Stock Option Plan, the 1994 Directors' Stock Ownership Plan
and the 1996 Stock Option Plan, as amended (collectively, the "Plans") are
entitled to the documents incorporated by reference in Item 3 of Part II of this
Registration Statement, without charge, upon written or oral request. Such
requests should be directed to Sizeler Property Investors, Inc., Attn:
Secretary, 2542 Williams Boulevard, Kenner, Louisiana 70062 (telephone: (504)
471-6200).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Sizeler Property Investors, Inc. (the
"Company") with the Securities and Exchange Commission are incorporated in this
Registration Statement by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1995;
(b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1996;
(c) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1996; and
(d) All other reports filed by the Company pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934.
All documents subsequently filed by the Company 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
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in the Registration Statement and to
be part hereof from the date of filing of such documents (such documents, and
the documents enumerated above, being hereinafter referred to as "Incorporated
Documents").
Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the
"Indemnification Statute"), the law of the state in which the Company is
organized, empowers a corporation, subject to certain limitations, to indemnify
its officers and directors against expenses, including attorneys' fees,
judgments, fines and certain settlements, actually and reasonably incurred by
them in any suit or proceeding to which they are parties as long as they acted
in good faith and in a manner they reasonably believed to be in or not opposed
to the best interests of the corporation, and with respect to a criminal action
or proceeding, as long as they had no reasonable cause to believe their conduct
to be unlawful. The Company's Restated Bylaws provide that the Company shall
indemnify to the fullest extent permitted by the Delaware General Corporation
Law any person who was made or is threatened to be made a party to or involved
in any action, suit or proceeding by reason of the fact that he or a person for
whom he is serving as legal representative is or was a director or officer of
the Company or served or serves any other enterprise at the request of the
Company as director, officer, employee or agent.
The Company has entered into an indemnification agreement (the
"Indemnification Agreement") with each of its directors and officers, and the
Board of Directors has authorized the Company to enter into an Indemnification
Agreement with each of the future directors and officers of the Company. The
Indemnification Statute permits a corporation to indemnify its directors and
officers. However, the protection that is specifically afforded by the
Indemnification Statute authorizes other arrangements for indemnification of
directors and officers, including insurance. In lieu of the protection provided
by an insurance policy, the Board has approved the Indemnification Agreement,
which is intended to provide indemnification to the maximum extent allowable by
or not in violation of or offensive to any law of the State of Delaware.
The Indemnification Agreement provides that the Company shall indemnify
a director or officer who is a party to the agreement (the "Indemnitee") if he
was or is a party to or otherwise involved in any proceeding (other than a
derivative proceeding) by reason of the fact that he was or is a director or
officer of the Company, or was or is serving at its request in a certain
capacity of another entity, against losses incurred in connection with the
defense or settlement of such proceeding. This indemnification is limited to
instances where the Indemnitee acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interest of the Company and, with
respect to any criminal proceeding, had no reasonable cause to believe his
conduct was criminal. This is similar to the indemnification provided by the
Indemnification Statute for non-derivative proceedings, except that the
Indemnification Agreement provides indemnification similar to that provided in
the statute for non-derivative proceedings discussed above, except that
indemnification is not available to an Indemnitee who is adjudged liable to the
Company or who pays any amount in settlement of a derivative proceeding unless a
court determines otherwise.
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The Company's Restated Certificate of Incorporation, as amended,
contains a provision which limits a director's personal liability for monetary
damages to the Company or its shareholders under certain circumstances. This
provision was included in the Company's Restated Certificate of Incorporation,
as amended, for the same reasons the Indemnification Agreement was entered into
with each director and officer. It provides that a director of the Company shall
not be personally liable to the Company or its shareholders for monetary damages
for a breach of his fiduciary duty as a director except for liability for (i)
any breach of the director's duty of loyalty to the Company or its shareholders;
(ii) acts or omissions not in good faith which involve intentional misconduct or
a knowing violation of law; (iii) the payment of unlawful dividends or unlawful
stock repurchases or redemptions under Section 174 of the Delaware General
Corporation Law; or (iv) any transactions from which the director derived any
improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description of Exhibits
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5 Opinion of Jaeckle Fleischmann & Mugel, LLP filed herewith.
23(a) Consent of KPMG Peat Marwick, LLP, filed herewith.
(b) Consent of Ernst & Young, LLP, filed herewith.
(c) Consent of Jaeckle Fleischmann & Mugel, LLP (contained in Exhibit
5 above).
24 Power of Attorney, filed herewith at page II-6.
ITEM 9. UNDERTAKINGS.
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;
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(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 (i) and (ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission 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.
(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.
(4) 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
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) 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.
(5) 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 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.
(6) 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 provisions described in Item 6 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 of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of
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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 of 1933 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 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 Kenner, Louisiana on November 13, 1996.
SIZELER PROPERTY INVESTORS, INC.
By: /s/Sidney W. Lassen
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Sidney W. Lassen, Chairman of the Board
(Principal Executive Officer)
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints each of Sidney W. Lassen and Thomas A. Masilla, Jr., his true and
lawful attorney-in-fact and agent, each with full power of substitution and
revocation, 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 all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each such attorney-in-fact and agent, full power and
authority to do and perform each such and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as such person might
or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his 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 and the foregoing Powers of Attorney have been signed on
the dates indicated by the following persons in the capacities indicated.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/Sidney W. Lassen Chairman of the Board November 13, 1996
- ---------------------------- (Principal Executive Officer)
Sidney W. Lassen
/s/Thomas A. Masilla, Jr. Vice Chairman, President and November 13, 1996
- --------------------------- Director (Principal Operating and
Thomas A. Masilla, Jr. Financial Officer)
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Signature Title Date
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<S> <C> <C>
/s/David A. O'Flynn, Jr. Controller/Secretary (Principal November 13, 1996
- --------------------------- Accounting Officer)
David A. O'Flynn, Jr.
Director ___________, 1996
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J. Terrell Brown
/s/Francis L. Fraenkel Director November 13, 1996
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Francis L. Fraenkel
/s/Harold B. Judell Director November 13, 1996
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Harold B. Judell
/s/James W. McFarland Director November 13, 1996
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James W. McFarland
/s/Richard L. Pearlstone Director November 13, 1996
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Richard L. Pearlstone
/s/Theodore H. Strauss Director November 13, 1996
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Theodore H. Strauss
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EXHIBIT 5
November 13, 1996
Sizeler Property Investors, Inc.
2542 Williams Boulevard
Kenner, Louisiana 70062
Ladies and Gentlemen:
RE: REGISTRATION STATEMENT ON FORM S-8 UNDER THE SECURITIES ACT OF
1933, COVERING THE REGISTRATION OF 736,693 SHARES OF COMMON STOCK
ISSUED OR RESERVED FOR ISSUANCE UNDER THE SIZELER PROPERTY
INVESTORS, INC. 1986 STOCK OPTION PLAN, AS AMENDED, 1989 DIRECTORS
STOCK OPTION PLAN, 1994 DIRECTORS' STOCK OWNERSHIP PLAN, AS
AMENDED, AND 1996 STOCK OPTION PLAN, AS AMENDED (COLLECTIVELY, THE
"PLANS") -- OPINION REGARDING LEGALITY
As your counsel we have examined the above referenced Registration
Statement and we are familiar with the documents referred to therein, as well as
your Restated Certificate of Incorporation, as amended, Restated Bylaws and
other relevant documents, and we have made such investigation with respect to
your corporate affairs as we have deemed necessary in order for us to render the
opinion herein set forth.
We have examined the proceedings heretofore taken and we are informed
as to the procedures proposed to be followed by Sizeler Property Investors, Inc.
in connection with the authorization, issuance and sale of the above described
shares of Common Stock (the "Shares"). In our opinion the Shares to be issued by
Sizeler Property Investors, Inc. under and in accordance with the Plans will be,
when issued and paid for pursuant to the Plans and the Registration Statement
and the exhibits thereto, legally issued, fully paid and nonassessable.
We consent to the filing of this opinion letter as an exhibit to the
Registration Statement.
Very truly yours,
JAECKLE FLEISCHMANN & MUGEL, LLP
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EXHIBIT 23(a)
Shareholders and Board of Directors
Sizeler Property Investors, Inc.:
We consent to incorporation by reference in the Registration Statement on Form
S-8 of Sizeler Property Investors, Inc. of our report dated February 1, 1996,
except as to Note H, which is as of March 5, 1996, with respect to the
consolidated balance sheet of Sizeler Property Investors, Inc. and subsidiaries
as of December 31, 1995 and the related consolidated statements of income,
shareholders' equity, and cash flows for the year then ended, and the related
financial statement schedules, which report appears in the Sizeler Property
Investors, Inc. Annual Report on Form 10-K for the year ended December 31, 1995.
KPMG PEAT MARWICK LLP
New Orleans, Louisiana
November 12, 1996
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Exhibit 23(b)
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1986 Stock Option Plan, as amended, the 1989 Directors
Stock Option Plan, the 1994 Directors' Ownership Plan, as amended, and the 1996
Stock Option Plan, as amended, of Sizeler Property Investors, Inc. of our report
dated February 3, 1995, with respect to the consolidated financial statements
and schedules of Sizeler Property Investors, Inc. included in its Annual Report
(Form 10-K) for the year ended December 31, 1995, filed with the Securities and
Exchange Commission.
Ernst & Young LLP
Jackson, Mississippi
November 13, 1996
