As filed with the Securities and Exchange Commission on October 6, 1999
Registration No. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------------------------------
CARRAMERICA REALTY CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Maryland 1850 K Street, N.W. 52-1796339
(State or other jurisdiction of Washington, D.C. 20006 (IRS employer identification no.)
incorporation or organization) (202) 729-7500
(Address of Principal Executive Offices)
</TABLE>
--------------------------------------------------
CARRAMERICA REALTY CORPORATION
1997 STOCK OPTION AND INCENTIVE PLAN
(Full title of the plan)
--------------------------------------------------
Linda A. Madrid, Esq.
1850 K Street, N.W.
Washington, D.C. 20006
(202) 729-7500
(Name, address and telephone
number of agent for service)
Copy to:
J. Warren Gorrell, Jr., Esq.
David W. Bonser, Esq.
Hogan & Hartson L.L.P.
555 Thirteenth Street, N.W.
Washington, D.C. 20004-1109
(202) 637-5600
--------------------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Amount to be Offering Price Per Aggregate Offering Amount of
Title of Securities to be registered Registered Share (1) Price (1) Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 7,000,000 $21.91 $153,370,000 $42,637
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933, as amended, based on
the average of the high and low prices per share of CarrAmerica Realty
Corporation's Common Stock, par value $0.01 per share, on September 30,
1999, as reported on the New York Stock Exchange.
<PAGE>
EXPLANATORY NOTE
This Registration Statement is filed solely to register 7,000,000
additional shares of common stock of CarrAmerica Realty Corporation (the
"Registrant") that may be issued under the CarrAmerica Realty Corporation 1997
Stock Option and Incentive Plan, as amended, for which the Registrant's
Registration Statement (the "Initial Registration Statement") on Form S-8 (File
No. 333-33313) already is in effect. Pursuant to General Instruction E of Form
S-8, the contents of the Initial Registration Statement hereby are incorporated
by reference herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
Exhibit
Number Description
- ------ -----------
5.1 Opinion of Hogan & Hartson L.L.P. regarding the legality of
the securities being registered
23.1 Consent of Hogan & Hartson L.L.P. (included as part of
Exhibit 5.1)
23.2 Consent of KPMG LLP
24.1 Powers of Attorney
99.1 CarrAmerica Realty Corporation 1997 Stock Option and
Incentive Plan (incorporated by reference to Exhibit 10.5 to
the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1996)
99.2 First Amendment to the CarrAmerica Realty Corporation 1997
Stock Option and Incentive Plan (incorporated by reference
to Exhibit 10.14 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1998)
99.3 Second Amendment to the CarrAmerica Realty Corporation 1997
Stock Option and Incentive Plan (incorporated by reference
to Exhibit 10.15 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1998)
99.4 Third Amendment to the CarrAmerica Realty Corporation 1997
Stock Option and Incentive Plan (incorporated by reference
to Exhibit 10.16 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1998)
99.5 Fourth Amendment to the CarrAmerica Realty Corporation 1997
Stock Option and Incentive Plan (incorporated by reference
to Exhibit 10.2 to the Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 1999)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Washington, D.C., on October 6, 1999.
CARRAMERICA REALTY CORPORATION,
a Maryland corporation
By: /s/ Richard F. Katchuk
--------------------------------
Richard F. Katchuk
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated below:
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
* Chairman of the Board of Directors October 6, 1999
- ---------------------------
Oliver T. Carr, Jr.
* President, Chief Executive Officer and Director October 6, 1999
- ---------------------------
Thomas A. Carr
/s/ Richard F. Katchuk
- --------------------------- Chief Financial Officer (principal financial October 6, 1999
Richard F. Katchuk and accounting officer)
* Director October 6, 1999
- ---------------------------
C. Ronald Blankenship
* Director October 6, 1999
- ---------------------------
Andrew F. Brimmer
* Director October 6, 1999
- ---------------------------
A. James Clark
* Director October 6, 1999
- ---------------------------
Timothy Howard
* Director October 6, 1999
- ---------------------------
Caroline S. McBride
* Director October 6, 1999
- ---------------------------
William D. Sanders
* Director October 6, 1999
- ---------------------------
Wesley S. Williams, Jr.
* By: /s/ Richard F. Katchuk
------------------------
Richard F. Katchuk
As Attorney-in-Fact
(See Exhibit 24.1)
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
5.1 Opinion of Hogan & Hartson L.L.P. regarding the legality of
the securities being registered
23.1 Consent of Hogan & Hartson L.L.P. (included as part of
Exhibit 5.1)
23.2 Consent of KPMG LLP
24.1 Powers of Attorney
99.1 CarrAmerica Realty Corporation 1997 Stock Option and
Incentive Plan (incorporated by reference to Exhibit 10.5 to
the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1996)
99.2 First Amendment to the CarrAmerica Realty Corporation 1997
Stock Option and Incentive Plan (incorporated by reference
to Exhibit 10.14 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1998)
99.3 Second Amendment to the CarrAmerica Realty Corporation 1997
Stock Option and Incentive Plan (incorporated by reference
to Exhibit 10.15 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1998)
99.4 Third Amendment to the CarrAmerica Realty Corporation 1997
Stock Option and Incentive Plan (incorporated by reference
to Exhibit 10.16 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1998)
99.5 Fourth Amendment to the CarrAmerica Realty Corporation 1997
Stock Option and Incentive Plan (incorporated by reference
to Exhibit 10.2 to the Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 1999)
Exhibit 5.1
HOGAN & HARTSON L.L.P.
COLUMBIA SQUARE
555 Thirteenth Street, N.W.
Washington, D.C. 20004-1109
TEL (202) 637-5600
FAX (202) 637-5910
October 6, 1999
Board of Directors
CarrAmerica Realty Corporation
1850 K Street, N.W., Suite 500
Washington, D.C. 20006
Ladies and Gentlemen:
We are acting as counsel to CarrAmerica Realty Corporation, a
Maryland corporation (the "Company"), in connection with its registration
statement on Form S-8 (the "Registration Statement"), filed with the Securities
and Exchange Commission relating to an additional 7,000,000 shares of common
stock, par value $.01 per share (the "Shares"), issuable in connection with the
Company's 1997 Stock Option and Incentive Plan, as amended (the "Plan"). This
opinion letter is furnished to at your request to enable you to fulfill the
requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. ss. 229.601(b)(5),
in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies
of the following documents:
1. An executed copy of the Registration Statement.
2. A copy of the Plan, as certified on the date hereof by an
Assistant Secretary of the Company as being complete,
accurate and in effect.
3. The charter of the Company, as certified by the State
Department of Assessments and Taxation of the State of
Maryland on March 11, 1999 and by an Assistant Secretary of
the Company on the date hereof as being complete, accurate
and in effect.
4. The bylaws of the Company, as certified by an Assistant
Secretary of the Company on the date hereof as being
complete, accurate and in effect.
5. Resolutions of the Board of Directors of the Company
adopted on August 5, 1999, as certified by an Assistant
Secretary of the Company on the date hereof as being
complete, accurate and in effect, relating to the issuance
and sale of the Shares and arrangements in connection
therewith.
In our examination of the aforesaid documents, we have assumed
the genuineness of all signatures, the legal capacity of all natural persons,
the accuracy and completeness of all documents submitted to us, the authenticity
of all original documents, and the conformity to authentic original documents of
all documents submitted to us as copies (including telecopies). We also have
assumed that the Shares will not be issued in violation of the ownership limit
contained in the Company's charter. This opinion letter is given, and all
statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on
Maryland corporate law. We express no opinion herein as to any other laws,
statutes, ordinances, rules or regulations.
<PAGE>
Based upon, subject to and limited by the foregoing, we are of
the opinion that following (i) effectiveness of the Registration Statement, (ii)
issuance of the Shares in the manner and on the terms described in the
Registration Statement and the Plan, and (iii) receipt by the Company of the
consideration for the Shares (the form of which is in accordance with applicable
law), the Shares will be validly issued, fully paid and nonassessable.
This opinion letter has been prepared for your use in
connection with the Registration Statement and speaks as of the date hereof. We
assume no obligation to advise you of any changes in the foregoing subsequent to
the delivery of this opinion letter.
We hereby consent to the filing of this opinion letter as
Exhibit 5.1 to the Registration Statement. In giving this consent, we do not
thereby admit that we are an "expert" within the meaning of the Securities Act
of 1933, as amended.
Very truly yours,
/s/ Hogan & Hartson L.L.P.
--------------------------
HOGAN & HARTSON L.L.P.
Exhibit 23.2
Accountants' Consent
--------------------
The Board of Directors
CarrAmerica Realty Corporation:
We consent to the incorporation by reference in the registration
statement of CarrAmerica Realty Corporation (the "Company") on Form S-8,
relating to the registration of 7,000,000 additional shares of common stock of
the Company pursuant to the CarrAmerica Realty Corporation 1997 Stock Option and
Incentive Plan, as amended, of our reports dated February 6, 1999, relating to
the consolidated balance sheets of CarrAmerica Realty Corporation and
subsidiaries as of December 31, 1998 and 1997 and the related consolidated
statements of operations, stockholders' equity and cash flows for each of the
years in the three-year period ended December 31, 1998 and the related schedule,
which reports appear in the December 31, 1998 annual report on Form 10-K of
CarrAmerica Realty Corporation.
/s/ KPMG LLP
Washington, D.C.
October 6, 1999
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the individual whose signature
appears below hereby constitutes and appoints Richard F. Katchuk and Linda A.
Madrid, and each of them, his true and lawful attorney-in-fact and agent, with
full power of substitution, to execute and deliver in the undersigned's name and
on the undersigned's behalf a Registration Statement on Form S-8, and any and
all amendments thereto (including post-effective amendments), and to file the
same, with all exhibits and other documents in connection therewith, with the
Securities and Exchange Commission, and to execute, deliver and file any other
documents and instruments in the undersigned's name or on the undersigned's
behalf which said attorneys-in-fact and agents, or either of them, may determine
to be necessary or advisable to comply with the Securities Act of 1933, as
amended and any rules or regulations promulgated thereunder, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as the undersigned
might or could do in person; and the undersigned hereby ratifies and confirms
all that said attorneys-in-fact and agents, or either of them, or their
substitutes, may lawfully do or cause to be done by virtue of the power of
attorney granted hereby.
Date: August 5, 1999
/s/ Oliver T. Carr, Jr.
------------------------------
Oliver T. Carr, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the individual whose signature
appears below hereby constitutes and appoints Richard F. Katchuk and Linda A.
Madrid, and each of them, his true and lawful attorney-in-fact and agent, with
full power of substitution, to execute and deliver in the undersigned's name and
on the undersigned's behalf a Registration Statement on Form S-8, and any and
all amendments thereto (including post-effective amendments), and to file the
same, with all exhibits and other documents in connection therewith, with the
Securities and Exchange Commission, and to execute, deliver and file any other
documents and instruments in the undersigned's name or on the undersigned's
behalf which said attorneys-in-fact and agents, or either of them, may determine
to be necessary or advisable to comply with the Securities Act of 1933, as
amended and any rules or regulations promulgated thereunder, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as the undersigned
might or could do in person; and the undersigned hereby ratifies and confirms
all that said attorneys-in-fact and agents, or either of them, or their
substitutes, may lawfully do or cause to be done by virtue of the power of
attorney granted hereby.
Date: August 5, 1999
/s/ Thomas A. Carr
------------------------------
Thomas A. Carr
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the individual whose signature
appears below hereby constitutes and appoints Linda A. Madrid his true and
lawful attorney-in-fact and agent, with full power of substitution, to execute
and deliver in the undersigned's name and on the undersigned's behalf a
Registration Statement on Form S-8, and any and all amendments thereto
(including post-effective amendments), and to file the same, with all exhibits
and other documents in connection therewith, with the Securities and Exchange
Commission, and to execute, deliver and file any other documents and instruments
in the undersigned's name or on the undersigned's behalf which said
attorney-in-fact and agent may determine to be necessary or advisable to comply
with the Securities Act of 1933, as amended and any rules or regulations
promulgated thereunder, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as the undersigned might or could do in person; and the undersigned
hereby ratifies and confirms all that said attorney-in-fact and agent or her
substitutes, may lawfully do or cause to be done by virtue of the power of
attorney granted hereby.
Date: October 6, 1999
/s/ Richard F. Katchuk
------------------------------
Richard F. Katchuk
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the individual whose signature
appears below hereby constitutes and appoints Richard F. Katchuk and Linda A.
Madrid, and each of them, his true and lawful attorney-in-fact and agent, with
full power of substitution, to execute and deliver in the undersigned's name and
on the undersigned's behalf a Registration Statement on Form S-8, and any and
all amendments thereto (including post-effective amendments), and to file the
same, with all exhibits and other documents in connection therewith, with the
Securities and Exchange Commission, and to execute, deliver and file any other
documents and instruments in the undersigned's name or on the undersigned's
behalf which said attorneys-in-fact and agents, or either of them, may determine
to be necessary or advisable to comply with the Securities Act of 1933, as
amended and any rules or regulations promulgated thereunder, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as the undersigned
might or could do in person; and the undersigned hereby ratifies and confirms
all that said attorneys-in-fact and agents, or either of them, or their
substitutes, may lawfully do or cause to be done by virtue of the power of
attorney granted hereby.
Date: August 5, 1999
/s/ C. Ronald Blankenship
------------------------------
C. Ronald Blankenship
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the individual whose signature
appears below hereby constitutes and appoints Richard F. Katchuk and Linda A.
Madrid, and each of them, his true and lawful attorney-in-fact and agent, with
full power of substitution, to execute and deliver in the undersigned's name and
on the undersigned's behalf a Registration Statement on Form S-8, and any and
all amendments thereto (including post-effective amendments), and to file the
same, with all exhibits and other documents in connection therewith, with the
Securities and Exchange Commission, and to execute, deliver and file any other
documents and instruments in the undersigned's name or on the undersigned's
behalf which said attorneys-in-fact and agents, or either of them, may determine
to be necessary or advisable to comply with the Securities Act of 1933, as
amended and any rules or regulations promulgated thereunder, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as the undersigned
might or could do in person; and the undersigned hereby ratifies and confirms
all that said attorneys-in-fact and agents, or either of them, or their
substitutes, may lawfully do or cause to be done by virtue of the power of
attorney granted hereby.
Date: August 5, 1999
/s/ Andrew F. Brimmer
------------------------------
Andrew F. Brimmer
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the individual whose signature
appears below hereby constitutes and appoints Richard F. Katchuk and Linda A.
Madrid, and each of them, his true and lawful attorney-in-fact and agent, with
full power of substitution, to execute and deliver in the undersigned's name and
on the undersigned's behalf a Registration Statement on Form S-8, and any and
all amendments thereto (including post-effective amendments), and to file the
same, with all exhibits and other documents in connection therewith, with the
Securities and Exchange Commission, and to execute, deliver and file any other
documents and instruments in the undersigned's name or on the undersigned's
behalf which said attorneys-in-fact and agents, or either of them, may determine
to be necessary or advisable to comply with the Securities Act of 1933, as
amended and any rules or regulations promulgated thereunder, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as the undersigned
might or could do in person; and the undersigned hereby ratifies and confirms
all that said attorneys-in-fact and agents, or either of them, or their
substitutes, may lawfully do or cause to be done by virtue of the power of
attorney granted hereby.
Date: August 5, 1999
/s/ A. James Clark
------------------------------
A. James Clark
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the individual whose signature
appears below hereby constitutes and appoints Richard F. Katchuk and Linda A.
Madrid, and each of them, his true and lawful attorney-in-fact and agent, with
full power of substitution, to execute and deliver in the undersigned's name and
on the undersigned's behalf a Registration Statement on Form S-8, and any and
all amendments thereto (including post-effective amendments), and to file the
same, with all exhibits and other documents in connection therewith, with the
Securities and Exchange Commission, and to execute, deliver and file any other
documents and instruments in the undersigned's name or on the undersigned's
behalf which said attorneys-in-fact and agents, or either of them, may determine
to be necessary or advisable to comply with the Securities Act of 1933, as
amended and any rules or regulations promulgated thereunder, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as the undersigned
might or could do in person; and the undersigned hereby ratifies and confirms
all that said attorneys-in-fact and agents, or either of them, or their
substitutes, may lawfully do or cause to be done by virtue of the power of
attorney granted hereby.
Date: August 5, 1999
/s/ Timothy Howard
------------------------------
Timothy Howard
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the individual whose signature
appears below hereby constitutes and appoints Richard F. Katchuk and Linda A.
Madrid, and each of them, her true and lawful attorney-in-fact and agent, with
full power of substitution, to execute and deliver in the undersigned's name and
on the undersigned's behalf a Registration Statement on Form S-8, and any and
all amendments thereto (including post-effective amendments), and to file the
same, with all exhibits and other documents in connection therewith, with the
Securities and Exchange Commission, and to execute, deliver and file any other
documents and instruments in the undersigned's name or on the undersigned's
behalf which said attorneys-in-fact and agents, or either of them, may determine
to be necessary or advisable to comply with the Securities Act of 1933, as
amended and any rules or regulations promulgated thereunder, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as the undersigned
might or could do in person; and the undersigned hereby ratifies and confirms
all that said attorneys-in-fact and agents, or either of them, or their
substitutes, may lawfully do or cause to be done by virtue of the power of
attorney granted hereby.
Date: August 5, 1999
/s/ Caroline S. McBride
------------------------------
Caroline S. McBride
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the individual whose signature
appears below hereby constitutes and appoints Richard F. Katchuk and Linda A.
Madrid, and each of them, his true and lawful attorney-in-fact and agent, with
full power of substitution, to execute and deliver in the undersigned's name and
on the undersigned's behalf a Registration Statement on Form S-8, and any and
all amendments thereto (including post-effective amendments), and to file the
same, with all exhibits and other documents in connection therewith, with the
Securities and Exchange Commission, and to execute, deliver and file any other
documents and instruments in the undersigned's name or on the undersigned's
behalf which said attorneys-in-fact and agents, or either of them, may determine
to be necessary or advisable to comply with the Securities Act of 1933, as
amended and any rules or regulations promulgated thereunder, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as the undersigned
might or could do in person; and the undersigned hereby ratifies and confirms
all that said attorneys-in-fact and agents, or either of them, or their
substitutes, may lawfully do or cause to be done by virtue of the power of
attorney granted hereby.
Date: August 5, 1999
/s/ William D. Sanders
------------------------------
William D. Sanders
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the individual whose signature
appears below hereby constitutes and appoints Richard F. Katchuk and Linda A.
Madrid, and each of them, his true and lawful attorney-in-fact and agent, with
full power of substitution, to execute and deliver in the undersigned's name and
on the undersigned's behalf a Registration Statement on Form S-8, and any and
all amendments thereto (including post-effective amendments), and to file the
same, with all exhibits and other documents in connection therewith, with the
Securities and Exchange Commission, and to execute, deliver and file any other
documents and instruments in the undersigned's name or on the undersigned's
behalf which said attorneys-in-fact and agents, or either of them, may determine
to be necessary or advisable to comply with the Securities Act of 1933, as
amended and any rules or regulations promulgated thereunder, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as the undersigned
might or could do in person; and the undersigned hereby ratifies and confirms
all that said attorneys-in-fact and agents, or either of them, or their
substitutes, may lawfully do or cause to be done by virtue of the power of
attorney granted hereby.
Date: August 5, 1999
/s/ Wesley S. Williams, Jr.
------------------------------
Wesley S. Williams, Jr.
