As filed with the Securities and Exchange Commission on
May 18, 1998. Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
__________
STRATUS PROPERTIES INC.
(Exact name of registrant as specified in its charter)
DELAWARE 72-1211572
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1615 POYDRAS STREET
NEW ORLEANS, LOUISIANA 70112
(Address, including zip code, of registrant's
principal executive offices)
STRATUS PROPERTIES INC. 1998 STOCK OPTION PLAN
(Full title of the plan)
__________
JOHN G. AMATO
GENERAL COUNSEL
STRATUS PROPERTIES INC.
1615 POYDRAS STREET
NEW ORLEANS, LOUISIANA 70112
(504) 582-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
MARGARET F. MURPHY
JONES, WALKER, WAECHTER, POITEVENT, CARRERE & DENEGRE, L.L.P.
201 ST. CHARLES AVENUE
NEW ORLEANS, LOUISIANA 70170-5100
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum Amount of
Title of Amount to be offering price aggregate registration
securities to be registered registered(1) per unit offering price fee
<S> <C> <C> <C> <C>
Common Stock (par value $.01
per share)..................... 850,000 Shares $6.1875(2) $5,259,375.00(2) $1,551.52(2)
Preferred Stock Purchase
Rights......................... 850,000 Rights $--.--(3) $ --.--(3) $ --.--(3)
</TABLE>
(1) Upon a stock split, stock dividend or similar transaction in the future
and during the effectiveness of this Registration Statement involving
Common Stock of the Company, the number of shares and rights registered
shall be automatically increased to cover the additional shares and rights
in accordance with Rule 416(a) under the Securities Act of 1933.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, based on the
average of the high and low price per share of the Common Stock on The
Nasdaq Stock Market on May 14, 1998.
(3) Preferred Stock Purchase Rights are attached to and trade with the Common
Stock of the Company. The value attributable to such Rights, if any, is
reflected in the market price of such Common Stock. Because no separate
consideration is paid for such Rights, the registration fee for such
securities is included in the fee for such Common Stock.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by Stratus Properties
Inc. (formerly, FM Properties Inc.) (the "Company") with the Securities and
Exchange Commission (the "SEC"), are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1997 filed pursuant to Section 13 of the Securities Exchange
Act of 1934 (the "Exchange Act");
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998 filed pursuant to Section 13 of the Exchange Act;
(3) All other reports filed by the Company pursuant to Section 13 of
the Exchange Act since December 31, 1997; and
(4) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 10 dated March 25, 1992, filed
under the Exchange Act, including any amendment thereto or report filed for
the purpose of updating such description.
All documents filed by the Company with the SEC pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment that indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold shall, except to the
extent otherwise provided by Regulation S-K or any other rule promulgated
by the SEC, be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of Delaware empowers the
Company to indemnify, subject to the standards therein prescribed, any
person in connection with any action, suit or proceeding brought or
threatened by reason of the fact that such person is or was a director,
officer, employee or agent of the Company or is or was serving as such with
respect to another corporation or other entity at the request of the
Company. Under the Company's Certificate of Incorporation, the Company is
obligated to indemnify its directors and officers to the fullest extent
permitted by Delaware law. The Company's Certificate of Incorporation
makes such indemnification rights contract rights and entitles directors
and officers to initiate legal action against the Company to enforce such
indemnification rights.
The Company's Certificate of Incorporation also provides that, to the
fullest extent permitted by Delaware law, a director shall not be liable to
the Company or its shareholders for monetary damages for breach of
fiduciary duty as a director. However, the Company's Certificate of
Incorporation does not eliminate a director's liability for breach of the
duty of loyalty, acts or omissions not in good faith, certain payments not
permitted under the Delaware General Corporation Law, or transactions in
which the director derives an improper benefit.
The Company's Certificate of Incorporation also authorizes the Company
to enter into indemnification agreements with any such persons providing
for indemnification rights to the maximum extent permitted by law.
The Company has purchased from Reliance Insurance Company and
Executive Risk Indemnity Inc. directors and officers liability policies
with a combined annual aggregate limit of $15,000,000 to insure certain
liabilities of its directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
5 Opinion of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P. (included in Exhibit 5).
24 Powers of Attorney pursuant to which this Registration Statement
has been signed on behalf of certain officers and directors of
the Company.
<PAGE>
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 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.
(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.
(b) The undersigned registrant hereby undertakes 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, where applicable, 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.
(c) 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 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 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 proceedings) 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 of 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.
<PAGE>
SIGNATURES
THE REGISTRANT. 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 Orleans, State of Louisiana, on
May 18, 1998.
Stratus Properties Inc.
By: /S/ Richard C. Adkerson
Richard C. Adkerson
Chairman of the Board
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 dates indicated.
SIGNATURE TITLE DATE
/S/Richard C. Adkerson Director and Chairman of the Board May 18, 1998
Richard C. Adkerson
* President and Chief Executive Officer May 18, 1998
William H. Armstrong, III (Principal Executive Officer)
(Principal Financial Officer)
* Vice President and Controller May 18, 1998
C. Donald Whitmire, Jr. (Principal Accounting Officer)
* Director May 18, 1998
James C. Leslie
* Director May 18, 1998
Michael D. Madden
*By: /S/ Richard C. Adkerson
Richard C. Adkerson
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF EXHIBITS PAGE
<S> <C> <C>
5 Opinion of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P. (included in Exhibit 5).
24 Powers of Attorney pursuant to which this Registration Statement
has been signed on behalf of certain officers and directors of
the Company.
</TABLE>
JONES, WALKER
WAECHTER, POITEVENT
CARRERE & DENEGRE, L.L.P.
May 18, 1998
Stratus Properties Inc.
1615 Poydras Street
New Orleans, Louisiana 70112
Gentlemen:
We have acted as counsel for Stratus Properties Inc., a Delaware
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") to be
filed by the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to the offering by the Company
of 850,000 shares (the "Shares") of common stock, $.01 par value for each
share, pursuant to the terms of the 1998 Stock Option Plan (the "Plan") of
the Company.
Based upon the foregoing and upon our examination of such matters as
we deem necessary to furnish this opinion, we are of the opinion that the
Shares have been duly authorized and, when issued for at least par value
upon the terms described in the Plan and the Registration Statement, will
be validly issued and outstanding, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
JONES, WALKER, WAECHTER,
POITEVENT, CARRERE & DENEGRE, L.L.P.
By: /S/ Margaret F. Murphy
Margaret F. Murphy, Partner
NEW ORLEANS OFFICE: PLACE ST. CHARLES 201 ST. CHARLES AVENUE
NEW ORLEANS, LOUISIANA 70170-5100 504-582-8000 FAX 504-582-8012
BATON ROUGE OFFICE: FOUR UNITED PLAZA 8555 UNITED PLAZA BOULEVARD
BATON ROUGE, LOUISIANA 70809-7000 504-231-2000 FAX 504-231-2010
WASHINGTON, D.C. OFFICE: SUITE 245, REPUBLIC PLACE 1776 EYE STREET,
N.W. WASHINGTON, D. C. 20006 202-828-8363 FAX 202-828-6907
LAFAYETTE OFFICE: SUITE 210 201 RUE IBERVILLE LAFAYETTE, LOUISIANA
70508 318-232-5353 FAX 318-232-5415
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report
dated January 20, 1998 included in Stratus Properties Inc.'s Form 10-K
for the year ended December 31, 1997 and to all references to our Firm
included in this registration statement.
/s/ Arthur Andersen LLP
New Orleans, Louisiana
May 18, 1998
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his capacity
or capacities as an officer or a member of the Board of Directors or both
of Stratus Properties Inc. (the "Company"), does hereby make, constitute,
and appoint WILLIAM H. ARMSTRONG, III, JOHN G. AMATO, C. DONALD WHITMIRE,
JR., and MICHAEL C. KILANOWSKI, JR., and each of them acting individually,
the true and lawful attorney of the undersigned with power to act without
the others and with full power of substitution and resubstitution to
execute, deliver, and file, for and on behalf of the undersigned and in the
name of the undersigned and in the capacity or capacities of the
undersigned as aforesaid, a Registration Statement of the Company on Form
S-8, or on such other Form as may be determined to be applicable, providing
for the registration under the Act of shares of Company common stock that
may be issued under the 1998 Stock Option Plan of the Company, and any
amendment or amendments to such Registration Statement and any other
document in support thereof or supplemental thereto, and the undersigned
hereby grants to said attorneys and each of them full power and authority
to do and perform each and every act and thing whatsoever that said
attorney or attorneys may deem necessary or advisable to carry out fully
the intent of the foregoing as the undersigned might or could do personally
or in the capacity or capacities as aforesaid, hereby ratifying and
confirming all acts and things that said attorney or attorneys may do or
cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 18th day of May, 1998.
/S/ Richard C. Adkerson
RICHARD C. ADKERSON
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his capacity
or capacities as an officer or a member of the Board of Directors or both
of Stratus Properties Inc. (the "Company"), does hereby make, constitute,
and appoint RICHARD C. ADKERSON, JOHN G. AMATO, C. DONALD WHITMIRE, JR.,
and MICHAEL C. KILANOWSKI, JR., and each of them acting individually, the
true and lawful attorney of the undersigned with power to act without the
others and with full power of substitution and resubstitution to execute,
deliver, and file, for and on behalf of the undersigned and in the name of
the undersigned and in the capacity or capacities of the undersigned as
aforesaid, a Registration Statement of the Company on Form S-8, or on such
other Form as may be determined to be applicable, providing for the
registration under the Act of shares of Company common stock that may be
issued under the 1998 Stock Option Plan of the Company, and any amendment
or amendments to such Registration Statement and any other document in
support thereof or supplemental thereto, and the undersigned hereby grants
to said attorneys and each of them full power and authority to do and
perform each and every act and thing whatsoever that said attorney or
attorneys may deem necessary or advisable to carry out fully the intent of
the foregoing as the undersigned might or could do personally or in the
capacity or capacities as aforesaid, hereby ratifying and confirming all
acts and things that said attorney or attorneys may do or cause to be done
by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 14th day of May, 1998.
/S/ William H. Armstrong, III
WILLIAM H. ARMSTRONG, III
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his capacity
or capacities as an officer or a member of the Board of Directors or both
of Stratus Properties Inc. (the "Company"), does hereby make, constitute,
and appoint RICHARD C. ADKERSON, WILLIAM H. ARMSTRONG, III, JOHN G. AMATO,
and MICHAEL C. KILANOWSKI, JR., and each of them acting individually, the
true and lawful attorney of the undersigned with power to act without the
others and with full power of substitution and resubstitution to execute,
deliver, and file, for and on behalf of the undersigned and in the name of
the undersigned and in the capacity or capacities of the undersigned as
aforesaid, a Registration Statement of the Company on Form S-8, or on such
other Form as may be determined to be applicable, providing for the
registration under the Act of shares of Company common stock that may be
issued under the 1998 Stock Option Plan of the Company, and any amendment
or amendments to such Registration Statement and any other document in
support thereof or supplemental thereto, and the undersigned hereby grants
to said attorneys and each of them full power and authority to do and
perform each and every act and thing whatsoever that said attorney or
attorneys may deem necessary or advisable to carry out fully the intent of
the foregoing as the undersigned might or could do personally or in the
capacity or capacities as aforesaid, hereby ratifying and confirming all
acts and things that said attorney or attorneys may do or cause to be done
by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 18th day of May, 1998.
/S/ C. Donald Whitmire, Jr.
C. DONALD WHITMIRE, JR.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his capacity
or capacities as an officer or a member of the Board of Directors or both
of Stratus Properties Inc. (the "Company"), does hereby make, constitute,
and appoint RICHARD C. ADKERSON, WILLIAM H. ARMSTRONG, III, JOHN G. AMATO,
C. DONALD WHITMIRE, JR., and MICHAEL C. KILANOWSKI, JR., and each of them
acting individually, the true and lawful attorney of the undersigned with
power to act without the others and with full power of substitution and
resubstitution to execute, deliver, and file, for and on behalf of the
undersigned and in the name of the undersigned and in the capacity or
capacities of the undersigned as aforesaid, a Registration Statement of the
Company on Form S-8, or on such other Form as may be determined to be
applicable, providing for the registration under the Act of shares of
Company common stock that may be issued under the 1998 Stock Option Plan of
the Company, and any amendment or amendments to such Registration Statement
and any other document in support thereof or supplemental thereto, and the
undersigned hereby grants to said attorneys and each of them full power and
authority to do and perform each and every act and thing whatsoever that
said attorney or attorneys may deem necessary or advisable to carry out
fully the intent of the foregoing as the undersigned might or could do
personally or in the capacity or capacities as aforesaid, hereby ratifying
and confirming all acts and things that said attorney or attorneys may do
or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 18th day of May, 1998.
/S/ James C. Leslie
JAMES C. LESLIE
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his capacity
or capacities as an officer or a member of the Board of Directors or both
of Stratus Properties Inc. (the "Company"), does hereby make, constitute,
and appoint RICHARD C. ADKERSON, WILLIAM H. ARMSTRONG, III, JOHN G. AMATO,
C. DONALD WHITMIRE, JR., and MICHAEL C. KILANOWSKI, JR., and each of them
acting individually, the true and lawful attorney of the undersigned with
power to act without the others and with full power of substitution and
resubstitution to execute, deliver, and file, for and on behalf of the
undersigned and in the name of the undersigned and in the capacity or
capacities of the undersigned as aforesaid, a Registration Statement of the
Company on Form S-8, or on such other Form as may be determined to be
applicable, providing for the registration under the Act of shares of
Company common stock that may be issued under the 1998 Stock Option Plan of
the Company, and any amendment or amendments to such Registration Statement
and any other document in support thereof or supplemental thereto, and the
undersigned hereby grants to said attorneys and each of them full power and
authority to do and perform each and every act and thing whatsoever that
said attorney or attorneys may deem necessary or advisable to carry out
fully the intent of the foregoing as the undersigned might or could do
personally or in the capacity or capacities as aforesaid, hereby ratifying
and confirming all acts and things that said attorney or attorneys may do
or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 14th day of May, 1998.
/S/ Michael D. Madden
MICHAEL D. MADDEN
