<PAGE>
As filed with the Securities and Exchange Commission on July 23, 1999
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
MILESTONE PROPERTIES, INC.
(Exact name of issuer as specified in its charter)
Delaware 65-0158204
(State of incorporation) (I.R.S. Employer Identification Number)
150 E. Palmetto Park Road, 4th Floor
Boca Raton, Florida 33432
(Address of principal executive offices)
-------------------
Milestone Properties, Inc.
1993 Employee Stock Option Plan,
Milestone Properties, Inc.
1993 Non-Employee Director
Stock Option Plan,
And
Milestone Properties, Inc.
1999 Stock Incentive Plan
(Full title of the plans)
-------------------
Robert A. Mandor Copy to:
President Joel A. Yunis, Esq.
150 E. Palmetto Park Road Rosenman & Colin LLP
4th Floor 575 Madison Avenue
Boca Raton, Florida 33432 New York, New York 10022
(561) 394-9533 (212) 940-8800
(Name, address and telephone
number of agent for service)
---------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Title of Amount to be Proposed maximum Proposed maximum Amount of
securities to registered offering price aggregate offering registration
be registered per share* price* fee
====================================================================================================================================
<S> <C> <C> <C> <C>
Common Stock,
par value $.01
per share . . . 845,000** $ 3.25 $ 2,746,250 $ 765.00
====================================================================================================================================
</TABLE>
*Estimated solely for the purpose of calculating the registration fee; computed,
pursuant to Rule 457(c), upon the basis of the average of the high and low
prices of the Common Stock as quoted on the OTC Electronic Bulletin Board on
July 21, 1999.
**300,000 shares under the Milestone Properties, Inc. 1993 Employee Stock Option
Plan, 45,000 shares under the Milestone Properties, Inc. 1993 Non-Employee
Director Stock Option Plan and 500,000 shares under the Milestone Properties,
Inc. 1999 Stock Incentive Plan.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Milestone Properties, Inc. (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934 (the "Exchange
Act") and, in accordance therewith, files reports and other information with the
Securities and Exchange Commission (the "Commission"). The following documents,
or portions thereof, filed by the Company with the Commission pursuant to the
Exchange Act are incorporated by reference in this Registration Statement:
a. The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998, filed with the
Commission on March 30, 1999 and the amendment
thereto filed with the Commission on April 30, 1999.
b. The Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1999, filed with the
Commission on May 14, 1999 and Current Report on Form
8-K, filed with the Commission on February 11, 1999.
c. The information in respect of the Company's Common
Stock under the caption "Description of the Company's
Capital Stock" contained in the Company's
Registration Statement on Form S-4 (Registration No.
33-32506) filed with the Commission on December
11,1989.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment hereto indicating 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 of this Registration Statement from the respective dates of filings of
such documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The By-Laws of the Company provide that the Company shall
indemnify its officers, directors, employees and agents to the full extent
permitted by the Delaware General Corporation Law (the "GCL"), the law of the
State in which the Company is incorporated. Section 145 of the GCL empowers a
corporation, within certain limitations, to indemnify any person against
expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with any suit
or proceeding to which he is a party by reason of the fact that he is or was a
director, officer, employee, or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise, as
long as he acted in good faith and in a manner which he reasonably believed to
be in, or not opposed to, the best interests of the corporation. With respect to
any criminal proceeding, he
2
<PAGE>
must have had no reasonable cause to believe his conduct was unlawful. The
Company also has in effect directors' and officers' liability insurance.
ITEM 8. EXHIBITS
Exhibit No. Description
4.01 Form of Common Stock Certificate (incorporated by
reference to Exhibit 4.3 to the Company's Form 10-K
filed with the Commission on March 29, 1991)
4.02 Milestone Properties, Inc. Non-Employee Directors'
Stock Option Plan (incorporated by reference to
Exhibit 10.21 to the Company's Form 10-KSB filed with
the Commission on March 31, 1994)
4.03 Milestone Properties, Inc. 1993 Employee Stock Option
Plan (incorporated by reference to Exhibit 10.2 to
Company's Form 10-KSB filed with the Commission on
March 31, 1994)
4.04 Milestone Properties, Inc. 1999 Stock Incentive Plan
(incorporated herein by reference to the Company's
Proxy Statement for Annual Meeting of Stockholders,
dated May 7, 1999)
*5.01 Opinion of Rosenman & Colin LLP
*23.01 Consent of Ahearn, Jasco + Company, P.A.
*23.02 Consent of Deloitte & Touche LLP
*23.03 Consent of Rosenman & Colin LLP (included in
Exhibit 5)
- -----------------
*filed herewith
3
<PAGE>
ITEM 9. UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
(a) 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 (the
"Act"); (ii) to reflect in the prospectus any facts or events arising after the
effective date of this registration statement (or the most recent post-effective
amendment hereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this registration statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this registration statement; provided,
however, that clauses (i) and (ii) do not apply if the information required to
be included in a post-effective amendment by those clauses 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 Exchange Act that are
incorporated by reference in this registration statement.
(b) That, for the purpose of determining any liability under the Act,
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; and
(c) 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.
2. The undersigned registrant hereby undertakes that, for purposes of
determining liability under the Act, each filing of the registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. Insofar as indemnification for liabilities arising under the Act 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 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.
4
<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 Boca Raton, Florida on this 22nd day of July,
1999.
MILESTONE PROPERTIES, INC.
By /s/ Robert A. Mandor
------------------------
Robert A. Mandor
President
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 date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Leonard S. Mandor Chairman of the Board and Chief July 22, 1999
- ---------------------------- Executive Officer
Leonard S. Mandor
/s/ Robert A. Mandor President, Chief Financial July 22, 1999
- ---------------------------- Officer and Director
Robert A. Mandor
/s/ Joseph P. Otto Vice President and Director July 22, 1999
- ----------------------------
Joseph P. Otto
/s/ Patrick S. Kirse Vice President of Accounting July 22, 1999
- ---------------------------- (Principal Accounting Officer)
Patrick S. Kirse
/s/ Geoffrey Aaronson Director July 22, 1999
- ----------------------------
Geoffrey Aaronson
/s/ Harvey Jacobson Director July 14, 1999
- ----------------------------
Harvey Jacobson
/s/ Gregory McMahon Director July 22, 1999
- ----------------------------
Gregory McMahon
- ----------------------------
Harvey Shore Director
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
4.01 Form of Common Stock Certificate (incorporated by
reference to Exhibit 4.3 to the Company's Form 10-K
filed with the Commission on March 29, 1991)
4.02 Milestone Properties, Inc. Non-Employee Directors'
Stock Option Plan (incorporated by reference to
Exhibit 10.21 to the Company's Form 10-KSB filed with
the Commission on March 31, 1994)
4.03 Milestone Properties, Inc. 1993 Employee Stock Option
Plan (incorporated by reference to Exhibit 10.2 to
Company's Form 10-KSB filed with the Commission on
March 31, 1994)
4.04 Milestone Properties, Inc. 1999 Stock Incentive Plan
(incorporated herein by reference to the Company's
Proxy Statement for Annual Meeting of Stockholders,
dated May 7, 1999)
*5.01 Opinion of Rosenman & Colin LLP
*23.01 Consent of Ahearn, Jasco + Company, P.A.
*23.02 Consent of Deloitte & Touche LLP
*23.03 Consent of Rosenman & Colin LLP (included in
Exhibit 5).
*filed herewith
<PAGE>
Exhibit 5.01
Rosenman & Colin LLP
575 Madison Avenue
New York, New York 10022
July 23, 1999
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 to be filed by Milestone
Properties, Inc., a Delaware corporation, with the Securities and Exchange
Commission with respect to the registration of 845,000 shares of the Company's
common stock, par value $0.01 per share, for issuance under the Milestone
Properties, Inc. 1993 Employee Stock Option Plan (300,000 shares), Milestone
Properties, Inc. 1993 Non-Employee Director Stock Option Plan (45,000 shares)
and Milestone Properties, Inc. 1999 Stock Incentive Plan (500,000 shares) (such
plans, collectively, the "Plans").
We have made such examination as we have deemed necessary for the purpose of
this opinion. Based upon such examination, it is our opinion that said 845,000
shares have been duly authorized and, upon issuance in accordance with the terms
of stock option and stock incentive agreements or certificates issued under the
Plans, will be validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
ROSENMAN & COLIN LLP
By: /s/ Joel Yunis
-------------------------
A Partner
<PAGE>
Exhibit 23.01
INDEPENDENT AUDITORS' CONSENT
-----------------------------
We consent to the incorporation by reference in this Registration
Statement of Milestone Properties, Inc. on Form S-8 of our report dated March
12, 1999 appearing in the Annual Report on Form 10-K of Milestone Properties,
Inc. for the year ended December 31, 1998.
AHEARN, JASCO + COMPANY, P.A.
Pompano Beach, Florida
July 22, 1999
<PAGE>
Exhibit 23.02
INDEPENDENT AUDITORS' CONSENT
-----------------------------
We consent to the incorporation by reference in this Registration
Statement of Milestone Properties, Inc. on Form S-8 of our report dated March
20, 1998 appearing in the Annual Report on Form 10-K of Milestone Properties,
Inc. for the year ended December 31, 1998.
DELOITTE & TOUCHE, LLP
New York, New York
July 22, 1999
