<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 26, 1996
REGISTRATION NO. 33-
-----
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------------
CATELLUS DEVELOPMENT CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 21-0718930
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
201 Mission Street
San Francisco, California 94105
(Address, including zip code, of registrant's principal executive offices)
------------------
CATELLUS DEVELOPMENT CORPORATION
1995 STOCK OPTION PLAN
(Full title of the plan)
------------------
<TABLE>
Maureen Sullivan, Esq. Copy to:
Vice President Law, General Counsel and Secretary James R. Ukropina, Esq.
Catellus Development Corporation O'Melveny & Myers
201 Mission Street 400 South Hope Street
San Francisco, California 94105 Los Angeles, California 90071
(415) 974-4500 (213) 669-6000
(Name, Address, including zip code, and telephone number,
including area code, of registrant's agent for service)
CALCULATION OF REGISTRATION FEE
<CAPTION>
- -------------------------------------------------------------------------------------------------
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common
Stock par
value $.01
per share 250,000(1) $7.50(2) $1,875,000(2) $646.55(2)
</TABLE>
(1)In addition, pursuant to Rule 416(c) under the Securities Act of
1933 (the "Act"), an indeterminate number of additional shares of
Common Stock which by reason of certain events specified in the 1995
Stock Option Plan may become subject to the Plan are also being
registered hereunder.
(2)The aggregate offering price and the registration fee have been
computed pursuant to Rule 457(h)(i) under the Act on the basis of the
average of the high and low prices of Common Stock reported on the New
York Stock Exchange on February 16, 1996 for 250,000 shares.
<PAGE> 2
Part I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form
S-8 (plan information and registrant information) will be sent or given to
employees as specified by Securities and Exchange Commission Rule 428(b)(1).
Such documents need not be filed with the Securities and Exchange Commission
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents, which include the statement
of availability required by Item 2 of Form S-8, and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Form S-8
(Part II hereof), taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act of 1933.
Part II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:
(a) Annual Report on Form 10-K for the year ended December 31, 1994
of Catellus Development Corporation, a Delaware corporation (the
"Company");
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31,
June 30 and September 30, 1995 of the Company; and
(c) The description of the common stock, par value $.01 per share
(the "Common Stock"), of the Company contained in its
Registration Statement on Form 10 (Commission File Number
0-18694) filed under the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
All documents filed by the Company after the date hereof 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 by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents. Any statement
contained herein or in a document, all or a portion of which is incorporated or
deemed to be incorporated by reference herein, 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 document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or amended, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
The Common Stock is registered pursuant to Section 12 of the Exchange
Act, and, therefore, the description of securities is incorporated by reference
pursuant to Item 3.
<PAGE> 3
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law provides in general
that a Delaware corporation may indemnify any person who was or is a party or
is threatened to be made a party to any suit or proceeding because such person
is or was a director, officer, employee or agent of the corporation or was
serving, at the request of the corporation, as a director, officer, employee or
agent of another corporation, against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such suit or proceeding if such
person acted in good faith and in a manner such person reasonably believed to
be in or not opposed to the best interests of the corporation and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. Similar indemnity, but only for expenses (including
attorneys' fees) actually and reasonably incurred, may be provided in
connection with an action or suit by or in the right of a corporation, provided
that such person acted in good faith and in a manner such person believed to be
in or not opposed to the best interests of the corporation and except that no
indemnification may be made in respect of any claim as to which such person has
been adjudged to be liable to the corporation unless and only to the extent
that a court shall have determined, upon application, that, despite the
adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which such court shall deem proper.
Section 102(b)(7) of the Delaware General Corporation Law provides
generally that a corporation may include a provision in its certificate of
incorporation which eliminates or limits the personal liability of a director
to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, provided that such provision may not eliminate or
limit the liability of a director (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law or (iv)
for any transaction from which the director derived an improper personal
benefit. The Company has included provisions of the foregoing type in Article
5 of its Certificate of Incorporation.
The Company maintains directors and officers liability insurance
coverage for its directors and officers providing coverage for damages,
judgments, settlements, defense costs, charges and expenses incurred by reason
of any actual or alleged breach of duty, error, misstatement, misleading
statement or omission done or made in their capacities as directors and/or
officers of the Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following are filed as exhibits to this Registration Statement:
<TABLE>
<CAPTION>
Exhibits Description
-------- -----------
<S> <C>
4.1 1995 Stock Option Plan
4.2 Form of Option Agreement
5 Opinion of O'Melveny & Myers
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Landauer Associates, Inc.
24 Powers of Attorney
</TABLE>
<PAGE> 4
Item 9. Undertakings.
A. 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 (the "Securities Act");
(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; and
(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 A(1)(i) and A(1)(ii) do 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
Securities and Exchange Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") that
are incorporated by reference in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities 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
(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.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
C. Insofar as indemnification for liabilities arising under the Securities
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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
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
Securities Act and will be governed by the final adjudication of such issue.
<PAGE> 5
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 San Francisco, State of
California, on this 26th day of February, 1996.
CATELLUS DEVELOPMENT CORPORATION
(Registrant)
/s/ NELSON C. RISING
________________________________________
Name: Nelson C. Rising
Title: President and Chief Executive
Officer
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>
Principal Executive Officer:
/s/ NELSON C. RISING
- ----------------------------------
Nelson C. Rising President and Chief Executive February 26, 1996
Officer, Director
Principal Financial Officer:
/s/ STEPHEN P. WALLACE
- ----------------------------------
Stephen P. Wallace Chief Financial Officer February 26, 1996
Principal Accounting Officer:
/s/ DAVID M. PERNA
- ----------------------------------
David M. Perna Controller February 26, 1996
/s/ JOSEPH F. ALIBRANDI*
- ----------------------------------
Joseph F. Alibrandi Director
</TABLE>
<PAGE> 6
<TABLE>
<CAPTION>
Signatures Title Date
---------- ------------------- --------------
<S> <C> <C>
/s/ DARYL J. CARTER*
----------------------------------
Daryl J. Carter Director
/s/ CHRISTINE GARVEY*
----------------------------------
Christine Garvey Director
/s/ JOSEPH R. SEIGER*
----------------------------------
Joseph R. Seiger Chairman and Director
/s/ JACQUELINE R. SLATER*
----------------------------------
Jacqueline R. Slater Director
/s/ THOMAS M. STEINBERG*
----------------------------------
Thomas M. Steinberg Director
/s/ TOM C. STICKEL*
----------------------------------
Tom C. Stickel Director
/s/ BEVERLY BENEDICT THOMAS*
----------------------------------
Beverly Benedict Thomas Director
* By /s/ DAVID M. PERNA February 26, 1996
--------------------------------
Attorney-in-Fact
</TABLE>
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit No. Document Numbered Page
----------- -------- -------------
<S> <C> <C>
4.1 1995 Stock Option Plan
4.2 Form of Option Agreement
5 Opinion of O'Melveny & Myers
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Landauer Associates, Inc.
24 Powers of Attorney
</TABLE>
<PAGE> 1
EXHIBIT 4.1
CATELLUS DEVELOPMENT CORPORATION
1995 STOCK OPTION PLAN
1. PURPOSES
The purposes of the Catellus Development Corporation 1995
Stock Option Plan (the "Plan") are (a) to provide incentives to those employees
of Catellus Development Corporation (the "Company") and its subsidiaries whose
performance will contribute to the long-term success and growth of the Company,
(b) to strengthen the ability of the Company to attract and retain employees of
high competence, (c) to further the identity of interests of such employees
with those of the Company's stockholders, and (d) to help build loyalty to the
Company through recognition and the opportunity for stock ownership.
2. ELEMENTS OF THE PLAN
The Plan provides the Committee (as defined below) designated
by the Company's Board of Directors (the "Board") with the discretion to grant
Participants (as defined below) incentives relating to the Company's common
stock utilizing nonqualified stock options.
3. SHARES SUBJECT TO THE PLAN
The maximum aggregate number of shares as to which Options (as
defined below) may at any time be granted under the Plan shall be 250,000
shares of common stock, par value $.01 per share (the "Common Shares"), subject
to adjustment in accordance with Section 12. Such Common Shares may be either
authorized but unissued shares or shares previously issued and reacquired by
the Company. If and to the extent Options granted under the Plan terminate,
expire or are cancelled without having been exercised, the shares subject to
such Option shall again be available for purposes of the Plan.
4. PLAN ADMINISTRATION
The Plan shall be administered by the Compensation and
Benefits Committee of the Board, or any other committee designated by the Board
(the "Committee"). The Committee shall have the sole authority to determine
(a) the employees to whom Options shall be granted under the Plan; (b) the
type, amount and terms of the Options to be granted to each employee selected;
(c) the time when Options will be granted and the duration of the exercise
period; and (d) any other matters arising under the Plan. The Committee shall
have full power and authority to administer and interpret the Plan and to adopt
or amend such rules, regulations, agreements and instruments for implementing
the Plan and for conduct of its business as
1
<PAGE> 2
it deems necessary or advisable. The Committee's interpretations of the Plan
and all determinations made by the Committee pursuant to the powers vested in
it hereunder shall be conclusive and binding on all persons having any interest
in the Plan or in any Options granted hereunder.
A majority of the Committee shall constitute a quorum for
purposes of meetings which may be held at such times and places and on such
notice as the Committee deems appropriate. All actions and determinations of
the Committee shall be made by not less than a majority of its members and may
be made at a meeting or by written consent in lieu of a meeting.
5. ELIGIBILITY FOR PARTICIPATION
All employees of the Company or any subsidiary of the Company
(a "Subsidiary") shall be eligible to participate in the Plan other than (a)
persons who are directors of the Company or its Subsidiaries, (b) executive
officers of the Company or its Subsidiaries, and (c) if not otherwise executive
officers, the principal financial officer, principal accounting officer and
controller of the Company or its Subsidiaries. Nothing contained in the Plan
shall be construed to limit the right of the Company or any Subsidiary to grant
Options otherwise than under the Plan.
6. GRANTING OF OPTIONS
(a) As of the Effective Date (as defined in Section 18),
the Committee shall have the right to grant Participants nonqualified stock
options ("Options") until the tenth anniversary of the date on which the Board
approved the Plan on the terms and conditions set forth herein. Any Option
shall be evidenced by a written agreement, as provided in Section 16 ("Option
Agreement").
(b) The purchase price of each Common Share subject to an
Option shall be the Fair Market Value (as hereinafter defined) of a share of
such stock on the date the Option is granted. For purposes of the Plan, Fair
Market Value shall be deemed to be the average of the closing prices of a
Common Share for the five trading days immediately preceding the applicable
date on (i) the New York Stock Exchange ("NYSE"), if the Common Shares are then
listed on such exchange, (ii) if the Common Shares are not listed on the NYSE,
on the principal national stock exchange on which the Common Shares are then
listed, or (iii) if not listed on any national stock exchange, as reported by
NASDAQ. If the Common Shares are not then listed on any national stock
exchange or reported by NASDAQ, then the Fair Market Value shall be determined
in any reasonable manner approved by the Committee.
(c) The Committee may also authorize acceleration of the
exercise of an Option or installment thereof.
2
<PAGE> 3
7. TERM OF OPTIONS
Unless the Option Agreement provides otherwise, Options
granted hereunder shall be exercisable for a term of ten years from the date of
grant (the "Expiration Date").
8. EXERCISE OF OPTIONS
(a) Unless the Committee provides otherwise and such
provision is reflected in the Option Agreement, Options will become exercisable
in installments on a cumulative basis at a rate of 25% each year beginning on
the first anniversary of the date of grant. No Option shall be exercisable for
a period of six months from the date of grant.
(b) Unless the Option Agreement provides otherwise and
such provision is reflected in the Option Agreement, Options granted hereunder
shall be exercisable for cash or any other property (including Common Shares
valued at the Fair Market Value on the date of exercise of the Option or
promissory notes) deemed acceptable by the Committee; provided that, in the
case of payment by a promissory note, the Participant shall pay in cash or
other property an amount equal to at least the par value of the Common Shares
being purchased.
(c) Except as otherwise provided herein, no Option may be
exercised at any time unless the holder is then a full-time employee of the
Company or a Subsidiary and has continuously remained an employee at all times
(other than on an absence for an approved leave of absence or service in the
Armed Forces) since the date of grant of such Option.
(d) Options shall be exercised by a Participant giving
written notice of such exercise to the Company, provided that an Option may not
be exercised at any one time as to less than 100 Common Shares (or such number
of Common Shares as to which the Option is then exercisable if less than 100).
No fractional shares, or cash in lieu thereof, shall be issued under the Plan
or under any Option granted hereunder.
(e) An Option shall be exercisable during a Participant's
lifetime only by the Participant, or, if the Participant has become disabled,
by his or her legal representative.
9. EXERCISE ON TERMINATION OF EMPLOYMENT
(a) If a Participant ceases to be an employee by reason
of his or her retirement at or after age 65, disability (the inability of the
Participant to continue to perform his or her duties of employment as
determined by the Committee) or termination by the Company other than "for
cause," any unexercised portion of his or her Options that is vested upon such
retirement, disability or termination, as the case may
3
<PAGE> 4
be, will be exercisable for the three months following such retirement,
disability or termination, as the case may be. During such three month period,
the Participant shall have the same rights to exercise the unexercised portion
of the Option to the extent so vested as the Participant would have had if he
or she were still an employee of the Company. Notwithstanding the foregoing,
in no event shall any Option be exercisable after the stated Expiration Date.
(b) If a Participant ceases to be an employee by reason
of death, any unexercised portion of his or her Options that is vested upon his
or her death will be exercisable for one year after such death. During such
one year period, the Participant's personal representative, or the person or
persons to whom the Option shall have been transferred by will or by the laws
of descent and distribution, shall have the same rights to exercise the
unexercised portion of the Option to the extent so vested as the Participant
would have had if he or she were still an employee of the Company.
Notwithstanding the foregoing, in no event shall any Option be exercisable
after the stated Expiration Date.
(c) Termination "for cause", or termination of employment
by reason of the resignation of the Participant, shall result in forfeiture of
all outstanding Options, whether or not vested. For purposes of the Plan, "for
cause" means (i) the continued failure by the Participant to substantially
perform his or her duties with the Company or a Subsidiary (other than any such
failure resulting from his or her incapacity due to physical or mental
illness), or (ii) the engaging by the Participant in conduct which is
materially injurious to the Company, monetarily or otherwise, in either case as
determined by the Company.
10. FORFEITURE OF BENEFITS
Notwithstanding any other provision of the Plan or any
provision of an Option Agreement, any and all unexercised Options and all
rights under the Plan of a Participant who received such Option grant (or his
or her designated beneficiary or legal representatives) to the exercise
thereof, shall be forfeited if, prior to the time of such exercise, the
Participant shall (a) be employed by a competitor of, or shall be engaged in
any activity in competition with, the Company without the Company's consent,
(b) divulge without the Company's consent any secret or confidential
information belonging to the Company, or (c) engage in any other activities
which would constitute grounds for termination "for cause," as defined in
Section 9.
11. NON-TRANSFERABILITY OF OPTIONS
A Participant's rights and interests under the Plan (including
the right to exercise unexercised Options) may not be assigned or transferred
except, in the case of a Participant's death, to the person or persons to whom
the Option shall have been transferred by will or the laws of descent and
distribution.
4
<PAGE> 5
12. ADJUSTMENTS FOR CERTAIN EVENTS
The total number of Common Shares available for Options under
the Plan and the terms of any existing Options (both as to the number of Common
Shares and the per share Option price) shall be appropriately adjusted to
reflect any change in the capitalization of the Company due to a stock split,
stock dividend, recapitalization, merger, consolidation, combination or similar
event.
Any adjustments pursuant to this Section shall be determined
by the Committee in its sole discretion. Any such adjustment may provide for
the elimination of any fractional share which might otherwise become subject to
an Option.
13. AMENDMENT AND TERMINATION
The Committee may at any time and from time to time terminate,
modify or amend the Plan in any respect except as to those matters that, under
Delaware law, must be approved by the Board or by the stockholders of the
Company. No such termination, modification or amendment may adversely affect
the rights of a Participant under an outstanding Option. Nevertheless, with the
consent of the Participant affected, the Committee may amend outstanding
Options in a manner not inconsistent with the terms of the Plan.
14. RIGHTS OF PARTICIPANT
No Participant or other person shall have any claim or right
to be granted an Option under the Plan. Neither the Plan nor any action taken
hereunder shall be construed as giving any Participant any right to be retained
in the employ of the Company.
15. RIGHTS AS A STOCKHOLDER
A Participant or a transferee of an Option shall have no
rights as a stockholder with respect to any Common Share covered by his or her
Option until he or she shall have become the holder of record of such share,
and, except for stock dividends as provided in Section 12 hereof, no adjustment
shall be made for dividends (ordinary or extraordinary, whether in cash,
securities or other property) or distributions or other rights in respect of
such share for which the record date is prior to the date on which he or she
shall become the holder of record thereof.
16. AGREEMENTS WITH PARTICIPANTS
Each award made under the Plan shall be evidenced by a written
agreement containing such terms and conditions as the Committee shall approve.
Each such agreement shall provide that, as a condition to the grant evidenced
thereby, the Participant agrees that the Company shall arrange to deduct from
any payments of any
5
<PAGE> 6
kind otherwise due to the Participant from the Company or a Subsidiary, the
aggregate amount of federal, state or local taxes of any kind required by law
to be withheld with respect thereto, or if no such payments are due or become
due to the Participant, that the Participant shall pay to the Company, or make
arrangements satisfactory to the Company regarding the payment to it of, the
aggregate amount of such taxes.
17. REQUIREMENTS FOR ISSUANCE OF SHARES
No Common Shares shall be issued or transferred hereunder
unless and until all legal requirements applicable to the issuance or transfer
of such shares have been complied with to the satisfaction of the Committee.
The Committee shall have the right to condition any award or the issuance of
Common Shares made to any Participant hereunder on such Participant's
undertaking in writing to comply with such restrictions on his or her
subsequent disposition of such shares as the Committee shall deem necessary or
advisable as a result of any applicable law, regulation or official
interpretation thereof, and certificates representing such shares may be
legended to reflect any such restrictions.
18. EFFECTIVE DATE
The Plan shall be effective as of November 29, 1995 (the
"Effective Date") and shall continue in effect thereafter until terminated or
suspended by the Committee.
6
<PAGE> 1
EXHIBIT 4.2
CATELLUS DEVELOPMENT CORPORATION
1995 STOCK OPTION PLAN
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
(Employee)
This Award Agreement ("Agreement") is entered into as of Date~ (the
"Date of Grant") between Catellus Development Corporation, a Delaware
corporation ("Catellus"), and
Name~
an employee of Catellus (the "Employee").
The Board of Directors (the "Board") of Catellus wishes to provide
incentives to the Employee whose performance will contribute to the long-term
success and growth of Catellus, further the identity of interests of the
Employee with those of Catellus' stockholders and build loyalty to Catellus
through recognition and the opportunity for stock ownership by granting the
Employee a non-qualified stock option to acquire common stock of Catellus, par
value $.01 per share ("Common Stock"), pursuant to the 1995 Stock Option Plan
(the "Plan").
Catellus and the Employee hereby agree as follows:
1. NUMBER OF OPTION SHARES. This Agreement evidences the grant by
Catellus to the Employee, on the terms, conditions and restrictions set forth
herein and in the Plan, of a non-qualified stock option (the "Option") to
purchase, from time to time, a total of
Number~
shares of Common Stock (the "Option Shares").
2. OPTION PURCHASE PRICE. Upon exercise, the Employee shall pay to
Catellus Price~ per Option Share (the "Option Purchase Price").
3. OPTION EXPIRATION DATE. Unless terminated sooner in accordance with
the provisions of the Plan or this Agreement, the right to exercise the Option
shall expire on Date~ (the "Expiration Date").
4. VESTING RESTRICTIONS. The Option shall be exercisable in accordance
with the following provisions:
1
<PAGE> 2
a. No portion of the Option may be exercised for any reason until
at least six months have elapsed following the Date of Grant.
b. Subject to the provisions of Section 5 of this Agreement, the
Option shall become exercisable on and after the dates set forth below (each, a
"Vesting Date") in the following installments:
(i) The Option may be exercised as to 25% of the Option
Shares on and after the first anniversary of the Date of Grant.
(ii) The Option may be exercised as to 50% of the Option
Shares on and after the second anniversary of the Date of Grant.
(iii) The Option may be exercised as to 75% of the Option
Shares on and after the third anniversary of the Date of Grant.
(iv) The Option may be exercised as to the entire number of
Option Shares on and after the fourth anniversary of the Date of Grant.
5. EFFECT OF CERTAIN EVENTS ON VESTING AND EXERCISE.
a. TERMINATION OF EMPLOYMENT.
(i) General. In the event of the Employee's termination of
employment for any reason, any portion of the Option that (A) has not vested as
of such termination, or (B) is vested as of such termination and is not
exercised within the period specified in Section 5c, shall be forfeited.
(ii) Resignation or Termination for Cause. Any unexercised portion
of the Option, whether vested or unvested, shall be immediately forfeited in the
event of the Employee's termination of employment (A) by reason of the
resignation of the Employee, or (B) "for cause" (as defined in the Plan).
b. FORFEITURE. Notwithstanding any other provision herein, any
unexercised portion of the Option, whether vested or unvested, shall be
immediately forfeited if the Employee (i) is employed by a competitor of, or
engaged in any activity in competition with, Catellus without Catellus' consent,
(ii) divulges without Catellus' consent any secret or confidential information
belonging to Catellus, or (iii) is engaged in any other activities which would
constitute grounds for termination "for cause".
2
<PAGE> 3
c. EXERCISE PERIOD FOLLOWING TERMINATION OF EMPLOYMENT.
(i) In the event of the Employee's termination of employment by
reason of death, any unexercised portion of the Option that is vested upon his
or her death may be exercised by the Employee's personal representative or by
the person or persons to whom the Option shall have been transferred by will or
the laws of descent and distribution at any time within one year following his
or her death, but in no event after the Expiration Date.
(ii) In the event of the Employee's termination of employment (A) by
reason of (1) retirement at or after age 65, or (2) disability (as defined in
the Plan), or (B) by Catellus or one of its subsidiaries other than "for cause",
any unexercised portion of the Option that is vested upon such termination
(unless such unexercised portion is forfeited in accordance with Section 5a(ii)
or 5b of this Agreement) may be exercised by the Employee at any time within
three months following such termination of employment, but in no event after the
Expiration Date.
6. EXERCISE OF OPTION.
a. All or a portion of the Option may be exercised in accordance
with procedures (including requisite holding periods) established from time to
time by the Committee (as defined in the Plan); provided that the Option may not
be exercised at any one time as to less than 100 shares of Common Stock (or such
number of shares of Common Stock as to which the Option is then exercisable if
less than 100). If shares of Common Stock are tendered as payment, such shares
of Common Stock shall be valued at their Fair Market Value (as defined in the
Plan) on the date of exercise of the Option.
b. No fractional shares, or cash in lieu thereof, shall be issued
under the Option.
c. As a condition to the grant of the Option, the Employee agrees
that Catellus or its subsidiaries may deduct from any payments of any kind
otherwise due to the Employee from Catellus or any of its subsidiaries the
aggregate amount of any federal, state or local taxes of any kind required by
law to be withheld with respect thereto or, if no such payments are due or to
become due to the Employee, that the Employee shall pay to Catellus, or make
arrangements satisfactory to Catellus regarding the payment to it of, such
taxes.
d. No shares of Common Stock shall be issued or transferred upon
exercise of the Option unless and until all legal requirements applicable to the
issuance or transfer of such Common Stock have been complied with to the
satisfaction of the Committee.
3
<PAGE> 4
7. CHANGE IN CAPITALIZATION. In the event of a change in the
capitalization of Catellus due to a stock split, stock dividend,
recapitalization, merger, consolidation, combination or similar event, an
appropriate adjustment shall be made in the number of Common Shares (as defined
in the Plan) subject to the Plan and the terms of the Option may be adjusted by
the Committee to reflect such change. Any adjustments pursuant to this Section
shall be determined by the Committee in its sole discretion.
8. NO ASSIGNABILITY. The Option is not assignable or transferable by
the Employee, other than by will or the laws of descent and distribution, and
may be exercised during the lifetime of the Employee only by the Employee or, if
the Employee becomes disabled, by his or her legal representative.
9. OTHER PROVISIONS.
a. Nothing in this Agreement or in the Plan shall confer any right
to continue employment with Catellus nor restrict Catellus from termination of
the employment relationship of the Employee at any time. The Employee is
employed as an employee-at-will and may be terminated from employment at any
time with or without notice, and with or without cause.
b. Nothing in this Agreement or in the Plan shall confer any rights
as a stockholder upon the Employee or any other person entitled to exercise the
Option with respect to any Option Shares covered by the Option until such time
as the Employee or such other person shall have become the holder of record of
such Option Shares.
c. The Employee acknowledges receipt of a copy of the Plan, which is
made a part hereof by this reference, and agrees to be bound by the terms
thereof. In the event of a conflict between the terms of this Agreement and the
Plan, the Plan shall be the controlling document. Capitalized terms used but not
defined herein shall have the respective meanings ascribed to them in the Plan.
d. The Employee acknowledges that Catellus has the right to
terminate, modify or amend the Plan at any time, but that no such termination,
modification or amendment may, without the Employee's consent, adversely affect
the rights of the Employee under the Option. The Employee further acknowledges
that the grant of the Option or of any other option in one year or at one time
does not in any way obligate Catellus to make a grant of an option at any
future time or in any given amount.
e. In the event that any provision of this Agreement is held to be
invalid, void or unenforceable, the same shall not affect, in any respect
whatsoever, the validity of any other provision of this Agreement.
4
<PAGE> 5
f. The rights and obligations under this Agreement shall inure to
the benefit of, and shall be binding upon, Catellus, the Employee and the
Employee's representatives and beneficiaries.
g. Any communication under this Agreement shall be in writing and
addressed to Catellus at 201 Mission Street, San Francisco, California 94105,
Attention: Secretary and to the Employee at the address given beneath the
Employee's signature, or at such other address as either party may hereafter
designate in writing to the other.
h. The interpretation, performance and enforcement of the Option and
this Agreement shall be governed by the laws of the State of California.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
"CATELLUS"
CATELLUS DEVELOPMENT
CORPORATION
By:
---------------------------------
ATTEST:
- ---------------------------------
Assistant Secretary "EMPLOYEE"
------------------------------------
Print Name:
-------------------------
Address:
----------------------------
------------------------------------
5
<PAGE> 1
EXHIBIT 5
February
26th
1 9 9 6
143,379-5
Catellus Development Corporation
201 Mission Street
San Francisco, California 94105
Ladies and Gentlemen:
You have advised us that you propose to file a Registration
Statement on Form S-8 with the Securities and Exchange Commission in connection
with the registration under the Securities Act of 1933, as amended, of 250,000
shares of the Common Stock (the "Common Stock"), par value $.01 per share (the
"Shares"), of Catellus Development Corporation, a Delaware corporation (the
"Company"), to be issued pursuant to the Company's 1995 Stock Option Plan (the
"Plan"). At your request, we have reviewed the corporate proceedings
heretofore taken and to be taken in connection with the authorization of the
Plan and the Shares to be issued pursuant to and in accordance with the Plan.
In addition, we have examined originals or copies of those corporate and other
records and documents we have considered appropriate.
On the basis of such examination and our consideration of
those questions of law we considered relevant, we are of the opinion that the
Shares have been duly authorized by all necessary corporate action on the part
of the Company, and, when issued in accordance with such authorization and the
provisions of the Plan, will be validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
/s/ O'MELVENY & MYERS
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference herein of
our report dated February 28, 1995, appearing on page F-2 of the Catellus
Development Corporation Annual Report on Form 10-K for the year ended December
31, 1994. We also consent to the incorporation by reference of our report on
the Financial Statement Schedules, which appears on page S-1 of such Annual
Report on Form 10-K.
Price Waterhouse LLP
February 22, 1996
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT REAL ESTATE APPRAISERS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of the Registration Statement on Form S-8 of our
report, dated February 27, 1995, which report is included in the Annual Report
on Form 10-K of Catellus Development Corporation.
LANDAUER ASSOCIATES, INC.
Real Estate Counselors
James C. Kafes, MAI, CRE John F. Brengelman
Managing Director Senior Vice President
New York, NY
February 21, 1996
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
The undersigned hereby authorizes Nelson C. Rising, Stephen P. Wallace
and David M. Perna, or any of them, with full power of substitution, to sign on
his or her behalf, in the capacity stated below, the Registration Statement on
Form S-8 (the "Registration Statement") of Catellus Development Corporation
(the "Company") relating to the registration of the Company's common stock, par
value $.01 per share, to be issued pursuant to the Company's 1995 Stock Option
Plan, and to file such Registration Statement, together with exhibits thereto,
and any post-effective amendment to the Registration Statement and other
documents in connection therewith, with the Securities and Exchange Commission.
Dated: February 10, 1996 /s/ JOSEPH F. ALIBRANDI
-------------------------
Joseph F. Alibrandi
Director
<PAGE> 2
POWER OF ATTORNEY
The undersigned hereby authorizes Nelson C. Rising, Stephen P. Wallace
and David M. Perna, or any of them, with full power of substitution, to sign on
his or her behalf, in the capacity stated below, the Registration Statement on
Form S-8 (the "Registration Statement") of Catellus Development Corporation
(the "Company") relating to the registration of the Company's common stock, par
value $.01 per share, to be issued pursuant to the Company's 1995 Stock Option
Plan, and to file such Registration Statement, together with exhibits thereto,
and any post-effective amendment to the Registration Statement and other
documents in connection therewith, with the Securities and Exchange Commission.
Dated: February 9, 1996 /s/ DARYL J. CARTER
--------------------
Daryl J. Carter
Director
<PAGE> 3
POWER OF ATTORNEY
The undersigned hereby authorizes Nelson C. Rising, Stephen P. Wallace
and David M. Perna, or any of them, with full power of substitution, to sign on
his or her behalf, in the capacity stated below, the Registration Statement on
Form S-8 (the "Registration Statement") of Catellus Development Corporation
(the "Company") relating to the registration of the Company's common stock, par
value $.01 per share, to be issued pursuant to the Company's 1995 Stock Option
Plan, and to file such Registration Statement, together with exhibits thereto,
and any post-effective amendment to the Registration Statement and other
documents in connection therewith, with the Securities and Exchange Commission.
Dated: February 13, 1996 /s/ CHRISTINE GARVEY
--------------------
Christine Garvey
Director
<PAGE> 4
POWER OF ATTORNEY
The undersigned hereby authorizes Nelson C. Rising, Stephen P. Wallace
and David M. Perna, or any of them, with full power of substitution, to sign on
his or her behalf, in the capacity stated below, the Registration Statement on
Form S-8 (the "Registration Statement") of Catellus Development Corporation
(the "Company") relating to the registration of the Company's common stock, par
value $.01 per share, to be issued pursuant to the Company's 1995 Stock Option
Plan, and to file such Registration Statement, together with exhibits thereto,
and any post-effective amendment to the Registration Statement and other
documents in connection therewith, with the Securities and Exchange Commission.
Dated: February 6, 1996 /s/ NELSON C. RISING
--------------------
Nelson C. Rising
Director
<PAGE> 5
POWER OF ATTORNEY
The undersigned hereby authorizes Nelson C. Rising, Stephen P. Wallace
and David M. Perna, or any of them, with full power of substitution, to sign on
his or her behalf, in the capacity stated below, the Registration Statement on
Form S-8 (the "Registration Statement") of Catellus Development Corporation
(the "Company") relating to the registration of the Company's common stock, par
value $.01 per share, to be issued pursuant to the Company's 1995 Stock Option
Plan, and to file such Registration Statement, together with exhibits thereto,
and any post-effective amendment to the Registration Statement and other
documents in connection therewith, with the Securities and Exchange Commission.
Dated: February 8, 1996 /s/ JOSPEH R. SEIGER
--------------------
Joseph R. Seiger
Director
<PAGE> 6
POWER OF ATTORNEY
The undersigned hereby authorizes Nelson C. Rising, Stephen P. Wallace
and David M. Perna, or any of them, with full power of substitution, to sign on
his or her behalf, in the capacity stated below, the Registration Statement on
Form S-8 (the "Registration Statement") of Catellus Development Corporation
(the "Company") relating to the registration of the Company's common stock, par
value $.01 per share, to be issued pursuant to the Company's 1995 Stock Option
Plan, and to file such Registration Statement, together with exhibits thereto,
and any post-effective amendment to the Registration Statement and other
documents in connection therewith, with the Securities and Exchange Commission.
Dated: February 9, 1996 /s/ JACQUELINE R. SLATER
------------------------
Jacqueline R. Slater
Director
<PAGE> 7
POWER OF ATTORNEY
The undersigned hereby authorizes Nelson C. Rising, Stephen P. Wallace
and David M. Perna, or any of them, with full power of substitution, to sign on
his or her behalf, in the capacity stated below, the Registration Statement on
Form S-8 (the "Registration Statement") of Catellus Development Corporation
(the "Company") relating to the registration of the Company's common stock, par
value $.01 per share, to be issued pursuant to the Company's 1995 Stock Option
Plan, and to file such Registration Statement, together with exhibits thereto,
and any post-effective amendment to the Registration Statement and other
documents in connection therewith, with the Securities and Exchange Commission.
Dated: February 9, 1996 /s/ THOMAS M. STEINBERG
-----------------------
Thomas M. Steinberg
Director
<PAGE> 8
POWER OF ATTORNEY
The undersigned hereby authorizes Nelson C. Rising, Stephen P. Wallace
and David M. Perna, or any of them, with full power of substitution, to sign on
his or her behalf, in the capacity stated below, the Registration Statement on
Form S-8 (the "Registration Statement") of Catellus Development Corporation
(the "Company") relating to the registration of the Company's common stock, par
value $.01 per share, to be issued pursuant to the Company's 1995 Stock Option
Plan, and to file such Registration Statement, together with exhibits thereto,
and any post-effective amendment to the Registration Statement and other
documents in connection therewith, with the Securities and Exchange Commission.
Dated: February 9, 1996 /s/ TOM C. STICKEL
--------------------
Tom C. Stickel
Director
<PAGE> 9
POWER OF ATTORNEY
The undersigned hereby authorizes Nelson C. Rising, Stephen P. Wallace
and David M. Perna, or any of them, with full power of substitution, to sign on
his or her behalf, in the capacity stated below, the Registration Statement on
Form S-8 (the "Registration Statement") of Catellus Development Corporation
(the "Company") relating to the registration of the Company's common stock, par
value $.01 per share, to be issued pursuant to the Company's 1995 Stock Option
Plan, and to file such Registration Statement, together with exhibits thereto,
and any post-effective amendment to the Registration Statement and other
documents in connection therewith, with the Securities and Exchange Commission.
Dated: February 12, 1996 /s/ BEVERLY B. THOMAS
---------------------
Beverly B. Thomas
Director
