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As filed with the Securities and Exchange Commission on September 8, 1997
REGISTRATION STATEMENT NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TRINET CORPORATE REALTY TRUST, INC.
(Exact name of Registrant as specified in its charter)
Maryland 94-3175659
(State of incorporation) (I.R.S. Employer Identification Number)
FOUR EMBARCADERO CENTER, SUITE 3150
SAN FRANCISCO, CALIFORNIA 94111
(415) 391-4300
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
TRINET CORPORATE REALTY TRUST, INC.
1997 STOCK INCENTIVE PLAN
(Full Title of the Plan)
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MARK S. WHITING
PRESIDENT AND CHIEF EXECUTIVE OFFICER
TRINET CORPORATE REALTY TRUST, INC.
FOUR EMBARCADERO CENTER, SUITE 3150
SAN FRANCISCO, CALIFORNIA 94111
(415) 391-4300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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With copies to:
DAVID W. WATSON, ESQ.
GOODWIN, PROCTER & HOAR LLP
Exchange Place
53 State Street
Boston, Massachusetts 02109-2881
(617) 570-1000
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<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
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Title of Securities Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
Being Registered Registered(1) Price Per Share Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock ..... 800,000 shares $35.56(2) $28,448,000(2) $8,620.61
=================================================================================================================
</TABLE>
(1) Plus such additional number of shares as may be required pursuant to the
1997 Stock Incentive Plan in the event of a stock dividend, reverse stock
split, split-up, recapitalization or other similar event.
(2) This estimate is made pursuant to Rule 457(h) under the Securities Act of
1933, as amended (the "Securities Act"), solely for purposes of determining
the registration fee.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
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TriNet Corporate Realty Trust, Inc. (the "Company") hereby incorporates
by reference the documents listed in (a) through (j) below, which have
previously been filed with the Securities and Exchange Commission.
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996.
(b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1997.
(c) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1997.
(d) The Company's Current Report on Form 8-K dated February 4, 1997.
(e) The Company's Current Report on Form 8-K dated February 28,
1997.
(f) The Company's Current Report on Form 8-K dated March 27, 1997,
as amended by the Company's Current Report on Form 8-K/A filed
on April 30, 1997.
(h) The Company's Current Report on Form 8-K dated June 30, 1997.
(i) The Company's Current Report on Form 8-K dated July 9, 1997.
(j) The description of the Company's Common Stock contained in its
Registration Statement on Form 8-A, filed with the Securities
and Exchange Commission on April 28, 1993, under Section 12 of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and any amendments or reports filed for the purpose of
updating such description.
In addition, all documents subsequently filed with the Securities and
Exchange Commission by the Company pursuant to Sections 13(a) and 13(c), Section
14 and Section 15(d) of the Exchange Act prior to the filing of a post-effective
amendment hereto that indicates that all securities offered hereunder have been
sold or that 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.
Item 4. Description of Securities.
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Not Applicable.
Item 5. Interests of Named Experts and Counsel.
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Not Applicable.
Item 6. Indemnification of Directors and Officers.
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The Company's Articles of Incorporation, as amended, limit the
liability of the Company's Directors and officers to the Company and its
stockholders to the fullest extent permitted from time to time by Maryland law.
Maryland law presently permits the liability of Directors and officers to a
corporation or its stockholders for money damages to be limited, except (i) to
the extent that it is proved that the Director or officer actually received an
improper benefit or profit, or (ii) if a judgment or other final adjudication is
entered in a proceeding based on a finding that the Director's or officer's
action, or failure to act, was the result of active and deliberate dishonesty
and was material to the cause of action adjudicated in the proceeding. This
provision does not limit the ability of the Company or its stockholders to
obtain other relief, such as an injunction or rescission.
The Company's Bylaws, as amended, require the Company to indemnify its
Directors, officers and certain other parties to the fullest extent permitted
from time to time by Maryland law. The Maryland General Corporation Law permits
a corporation to indemnify its Directors, officers and certain other parties
against judgments, penalties, fines, settlements and reasonable expenses
actually incurred by them in connection with any proceeding to which they may
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be made a party by reason of their service to or at the request of the
corporation, unless it is established that the act or omission of the
indemnified party was material to the matter giving rise to the proceeding and
(i) was committed in bad faith or was the result of active and deliberate
dishonesty, (ii) the indemnified party actually received an improper personal
benefit, or (iii) in the case of any criminal proceeding, the indemnified party
had reasonable cause to believe that the act or omission was unlawful.
Pursuant to the authority granted in the Company's Articles of
Incorporation and Bylaws, the Company has also entered into indemnification
agreements with the Independent Directors which provide for indemnification to
the fullest extent permitted by Maryland law.
Item 7. Exemption from Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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The following is a complete list of exhibits filed or incorporated by
reference as part of this registration statement.
Exhibit
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5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered.
23.1 Consent of Coopers & Lybrand L.L.P., Independent Accountants.
24.1 Powers of Attorney (included on page 4 of this registration
statement).
Item 9. Undertakings.
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(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;
(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.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table
in the effective 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) herein do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the undersigned registrant pursuant to Section 13 or Section 15(d) of
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
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(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 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.
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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 the City of San Francisco, California, on September 5, 1997.
TRINET CORPORATE REALTY TRUST, INC.
By: /s/ Mark S. Whiting
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Mark S. Whiting
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of TriNet Corporate Realty Trust, Inc. hereby severally constitute
Robert W. Holman, Jr., Mark S. Whiting and A. William Stein, and each of them
singly, our true and lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities indicated below, the
Registration Statement filed herewith and any and all amendments to said
Registration Statement, and generally to do all such things in our names and in
our capacities as officers and directors to enable TriNet Corporate Realty
Trust, Inc. to comply with the provisions of the Securities Act of 1933 and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
SIGNATURE CAPACITY DATE
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/s/ Robert W. Holman Chairman of the Board September 5, 1997
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ROBERT W. HOLMAN, JR.
/s/ Jay H. Shidler Director September 5, 1997
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JAY H. SHIDLER
/s/ Willis Andersen, Jr. Director September 5, 1997
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WILLIS ANDERSEN, JR.
/s/ John G. McDonald Director September 5, 1997
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JOHN G. MCDONALD
/s/ Robert S. Morris Director September 5, 1997
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ROBERT S. MORRIS
/s/ Stephen B. Oresman Director September 5, 1997
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STEPHEN B. ORESMAN
/s/ Mark S. Whiting President, Chief Executive September 5, 1997
- --------------------------- Officer and Director
MARK S. WHITING (Principal Executive officer)
/s/ A. William Stein Executive Vice President September 5, 1997
- --------------------------- and Chief Financial Officer
A. WILLIAM STEIN (Principal Financial and
Accounting Officer)
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EXHIBIT INDEX
Exhibit No. Description
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5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered.
23.1 Consent of Coopers & Lybrand L.L.P., Independent Accountants.
24.1 Powers of Attorney (included on page 4 of this registration
statement).
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EXHIBIT 5.1
September 8, 1997
TriNet Corporate Realty Trust, Inc.
Four Embarcadero Center, Suite 3150
San Francisco, CA 94111
Ladies and Gentlemen:
This opinion is furnished in connection with the registration, pursuant
to the Securities Act of 1933, as amended (the "Securities Act"), of 800,000
shares (the "Shares") of common stock, par value $.01 per share ("Common
Stock"), of TriNet Corporate Realty Trust, Inc., a Maryland corporation (the
"Company").
In connection with rendering this opinion, we have examined the Amended
and Restated Articles of Incorporation and the Amended and Restated Bylaws of
the Company; such records of the corporate proceedings of the Company as we
deemed material; a registration statement on Form S-8 under the Securities Act
relating to the Shares (the "Registration Statement"), the TriNet Corporate
Realty Trust, Inc. 1997 Stock Incentive Plan (the "Plan") and such other
certificates, receipts, records and documents as we considered necessary for the
purposes of this opinion.
We are attorneys admitted to practice in The Commonwealth of
Massachusetts. We express no opinion concerning the laws of any jurisdictions
other than the laws of the United States of America, The Commonwealth of
Massachusetts and the Maryland General Corporation Law.
Based upon the foregoing, we are of the opinion that when the Shares
have been issued and paid for in accordance with the terms of the Plan and all
applicable resolutions of the Board of Directors, the Shares will be legally
issued, fully paid and nonassessable shares of the Company's Common Stock.
The foregoing assumes that all requisite steps will be taken to comply
with the requirements of the Securities Act and applicable requirements of state
laws regulating the offer and sale of securities.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Goodwin, Procter & Hoar LLP
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GOODWIN, PROCTER & HOAR LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
TriNet Corporate Realty Trust, Inc. on Form S-8 (File No. 333- ) of our report
dated January 24, 1997 on our audits of the consolidated financial statements
and financial statement schedule of TriNet Corporate Realty Trust, Inc. as of
December 31, 1996 and 1995, and for the years ended December 31, 1996, 1995, and
1994, which report is included in the Company's Annual Report on Form 10-K and
in the Company's Current Report on Form 8-K dated February 4, 1997 and of our
reports dated April 25, 1997 on our audits of the Historical Summary of Gross
Income of the IBM Dallas Property for the year ended December 31, 1996, the
Historical Summary of Gross Income and Direct Operating Expenses of the
RiverEdge Summit Property for the year ended December 31, 1996, the Historical
Summary of Gross Income for the Cardinal Commerce Center Property for the period
July 26, 1996 through December 31, 1996, the Historical Summary of Gross Income
of the Canyon Corporate Center Properties for the year ended December 31, 1996,
and the Historical Summary of Gross Income of the RiverPark Properties for the
year ended December 31, 1996, which reports are included in the Company's
Current Report on Form 8-K/A dated April 30, 1997 and of our reports dated July
7, 1997 on our audits of the Historical Summary of Gross Income of the
Charleston Place Properties for the period October 30, 1996 through December 31,
1996, and the Historical Summary of Gross Income of the Warner Crossing
Properties for the period July 9, 1996 through December 31, 1996, which reports
are included in the Company's Current Report on Form 8-K dated July 8, 1997.
COOPERS & LYBRAND L.L.P.
San Francisco, California
September 8, 1997
