<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON DECEMBER 1, 1999 Registration No. 333-80450
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
-------------------------
TANGER FACTORY OUTLET CENTERS, INC.
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 56-1815473
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3200 NORTHLINE AVENUE
SUITE 360 27408
GREENSBORO, NORTH CAROLINA
(Address of principal executive offices) (Zip Code)
-------------------------
THE AMENDED AND RESTATED SHARE OPTION PLAN FOR
DIRECTORS AND EXECUTIVE AND KEY EMPLOYEES OF
TANGER FACTORY OUTLET CENTERS, INC. AND
THE AMENDED AND RESTATED UNIT OPTION PLAN FOR
EMPLOYEES OF TANGER PROPERTIES
LIMITED PARTNERSHIP
-------------------------
Copy to:
ROCHELLE G. SIMPSON RAYMOND Y. LIN, ESQ.
TANGER FACTORY OUTLET CENTERS, INC. LATHAM & WATKINS
3200 NORTHLINE AVENUE 885 THIRD AVENUE
SUITE 360 SUITE 1000
GREENSBORO, NORTH CAROLINA 27408 NEW YORK, NEW YORK 10022
(336) 292-3010 (212) 906-1200
(Name, address, including zip code,
and telephone number, including
area code, of agent for service)
<TABLE>
<CAPTION>
Calculation of Registration Fee
- -------------------------------- --------------------- -------------------- -------------------- -------------------
Amount Proposed Proposed
Title of Each of Shares Maximum Maximum Amount of
Class of Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share (2) Offering Price Fee
- -------------------------------- --------------------- -------------------- -------------------- -------------------
<S> <C> <C> <C> <C>
Common Shares
$.01 par value (1) 1,150,000 $25.48 $27,208,135.60 $7,563.86
and
$20.625
</TABLE>
(1) The Amended and Restated Share Option Plan for Directors and Executive and
Key Employees of Tanger Factory Outlet Centers, Inc. (the "Share Option
Plan"), and the Amended and Restated Unit Option Plan for Employees of
Tanger Properties Limited Partnership (the "Operating Partnership") (the
"Unit Option Plan") authorize the issuance in the aggregate of a maximum of
1,750,000 shares, 1,150,000 of which are being registered hereunder. Of the
shares being registered hereby, 33,000 are subject to presently outstanding
options granted under the Share Option Plan, and 685,720 are subject to
presently outstanding options granted under the Unit Option Plan. Under the
Unit Option Plan, options are granted to purchase Units in the Operating
Partnership which are exchangeable for the Company's Common Shares.
(2) For purposes of computing the registration fee only. Pursuant to Rule
457(h), the Proposed Maximum Offering Price Per Share is based upon (1) the
weighted exercise price per share ($25.48) of outstanding options for
718,720 shares, and (2) for the remaining 431,280 shares, upon the average
of the high and low prices for the Company's Common Shares on the composite
tape for the New York Stock Exchange on November 24, 1999.
<PAGE>
EXPLANATORY NOTE
Tanger Factory Outlet Centers, Inc., a North Carolina corporation (the
"Company") previously registered 600,000 Common Shares, with a $.01 par value,
to be offered or sold to participants under the Company's Share Option Plan for
Directors and Executive and Key Employees of Tanger Factory Outlet Centers, Inc.
and the Partnership Unit Option Plan for Executive and Key Employees of Tanger
Properties Limited Partnership on Form S-8 (File No. 333-80450). This
registration statement is being filed pursuant to General Instruction E on Form
S-8 (Registration of Additional Securities) in order to register an additional
1,150,000 Common Shares, as approved by the Company's shareholders on May 8,
1998, which may be offered or sold to participants under the Share Option Plan
or the Unit Option Plan.
INCORPORATION BY REFERENCE
The Company has filed with the Securities and Exchange Commission the
Registration Statement with respect to 600,000 Common Shares. The contents of
such Registration Statement (File No. 333-80450) are hereby incorporated by
reference.
Item 8.
EXHIBITS
5(a) Opinion of Vernon, Vernon, Wooten, Brown, Andrews
& Garrett, P.A. as to the legality of the Common
Shares being registered.
23(a) Consent of PricewaterhouseCoopers LLP
23(b) Consent of Vernon, Vernon, Wooten, Brown, Andrews &
Garrett, P.A. (Included in Exhibit 5(a)).
24 Power of Attorney (included in the signature to the
Registration Statement).
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies it has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the city
of Greensboro, State of North Carolina, on November 30, 1999.
TANGER FACTORY OUTLET CENTERS, INC.
By: /s/ Stanley K. Tanger
---------------------------------------
Stanley K. Tanger
Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature
appears below, hereby constitutes and appoints Stanley K. Tanger his true and
lawful attorney-in-fact and agent, with full power of substitution and
reimbursement, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments or supplements to this Registration
Statement and to file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing necessary or appropriate to be done with respect to this
Registration Statement or any amendments or supplements hereto in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
3
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in their
respective capacities with Tanger Factory Outlet Centers, Inc. and on the date
indicated.
<TABLE>
<CAPTION>
Signature Title Date Signed
--------- ----- -----------
<S> <C> <C>
/s/ Stanley K. Tanger Chairman of the Board and Chief November 30, 1999
- ---------------------------------
Stanley K. Tanger Executive Officer
/s/ Steven B. Tanger President, Chief Operating Officer November 30, 1999
- ---------------------------------
Steven B. Tanger and Director
/s/ Rochelle G. Simpson Executive Vice President - November 30, 1999
- ---------------------------------
Rochelle G. Simpson Administration and Finance and
Secretary
/s/ Frank C. Marchisello, Jr. Senior Vice President and Chief November 30, 1999
- ---------------------------------
Frank C. Marchisello, Jr. Financial Officer
/s/ Jack Africk Director November 30,1999
- ---------------------------------
Jack Africk
/s/ William G. Benton Director November 30, 1999
- ---------------------------------
William G. Benton
/s/ Thomas E. Robinson Director November 30, 1999
- ---------------------------------
Thomas E. Robinson
</TABLE>
4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
- ------------------------- ----------------------------------------------------- --------------------------------------
EXHIBIT NUMBER DESCRIPTION SEQUENTIALLY NUMBERED PAGE
- ------------------------- ----------------------------------------------------- --------------------------------------
<S> <C> <C>
5(a) Opinion of Vernon, Vernon, Wooten, Brown, Andrews & 6
Garrett, P.A. as to the legality of the Common
Shares being registered.
- ------------------------- ----------------------------------------------------- --------------------------------------
23(a) Consent of PricewaterhouseCoopers LLP 8
- ------------------------- ----------------------------------------------------- --------------------------------------
23(b) Consent of Vernon, Vernon, Wooten, Brown, Andrews 6
& Garrett, P.A. (Included in Exhibit 5(a)).
- ------------------------- ----------------------------------------------------- --------------------------------------
24 Power of Attorney (included in the signature to the 3
Registration Statement).
- ------------------------- ----------------------------------------------------- --------------------------------------
</TABLE>
5
<PAGE>
EXHIBIT 5(a)
[LETTERHEAD OF VERNON, VERNON, WOOTEN,
BROWN, ANDREWS & GARRETT, P.A.]
November 29, 1999
Tanger Factory Outlet Centers, Inc.
3200 Northline Avenue
Suite 360
Greensboro, NC 27408
Re: Tanger Factory Outlet Centers, Inc.
Registration Statement or Form S-8
Ladies and Gentlemen:
We have acted as counsel to Tanger Factory Outlet Centers, Inc. (the
"Company") and to Tanger Properties Limited Partnership ("the "Operating
Partnership") in connection with the authorization and issuance of 1,150,000
Common Shares, par value $0.01 per share (the "Shares') to be issued by the
Company pursuant to the Amended and Restated Share Option Plan for Directors and
Executive and Key Employees of Tanger Factory Outlet Centers, Inc. (the "Share
Option Plan") and the Amended and Restated Unit Option Plan for Employees of
Tanger Properties Limited Partnership (the "Unit Option Plan").
We are familiar with the proceedings which have been taken and which
are contemplated by the Company in connection with the adoption of the Share
Option Plan and the Unit Option Plan and the authorization and issuance of the
Shares. For purposes of this opinion, we have assumed that such proceedings will
be timely completed in the manner presently proposed. In particular, we have
assumed that the Shares will be issued either pursuant to the terms of the Share
Option Plan or in exchange for Units issued pursuant to the terms of the Unit
Option Plan, that the Company or the Operating Partnership, as the case may be,
shall have received the exercise price payable for each such Share or Unit under
the terms of the Share Option Plan or the Unit Option Plan, and that the Company
shall have issued share certificates evidencing any such Shares.
We have reviewed such documents and considered such matters of law and
fact as we, in our professional judgment, have deemed appropriate to render the
opinions contained herein. The opinions expressed herein are limited to matters
governed by the laws of the State of North Carolina and no opinion is expressed
herein as to the laws of any other jurisdiction.
Based upon and subject to the foregoing and to the further limitations
and qualifications herein expressed, it is our opinion that the Shares have been
duly authorized and that, upon receipt by the Company and the Operating
Partnership of the exercise price and the issuance of share certificates
evidencing the Shares, the Shares will be validly issued, fully paid and
non-assessable.
<PAGE>
We understand that you intend to file a Registration Statement on Form
S-8 (the "Registration Statement") with the Securities and Exchange Commission
in connection with the registration of the Shares under the Securities Act of
1933, as amended. We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Vernon, Vernon, Wooten, Brown, Andrews & Garrett, P.A.
----------------------------------------------------------
Vernon, Vernon, Wooten, Brown, Andrews & Garrett, P.A.
<PAGE>
Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement of Tanger Factory Outlet Centers, Inc. on Form S-8 of our
report dated January 18, 1999 relating to the financial statements and financial
statement schedule, which appears in Tanger Factory Outlet Centers Annual Report
on Form 10-K for the year ended December 31, 1998. We also consent to the
incorporation by reference of our report dated January 18, 1999 related to the
financial statement schedule, which appears in such Annual Report on Form 10-K.
PricewaterhouseCoopers LLP
Greensboro, North Carolina
November 30, 1999
8
