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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 6, 2000
REGISTRATION 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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SHURGARD STORAGE CENTERS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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WASHINGTON 91-1603837
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(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
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1155 VALLEY STREET, SUITE 400
SEATTLE, WASHINGTON 98109
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)(ZIP CODE)
SHURGARD STORAGE CENTERS, INC.
2000 LONG-TERM INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
CHARLES K. BARBO
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
SHURGARD STORAGE CENTERS, INC.
1155 VALLEY STREET, SUITE 400
SEATTLE, WASHINGTON 98109
(206) 624-8100
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
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COPY TO:
LINDA A. SCHOEMAKER
PERKINS COIE
1201 THIRD AVENUE, SUITE 4800
SEATTLE, WASHINGTON 98101-3099
(206) 583-8888
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES NUMBER TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED SHARE(1) PRICE(1) REGISTRATION FEE
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Class A Common Stock, par
value $.001 per share (2) 1,400,000(3) $22.28125 $31,193,750 $8,235
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(1) Estimated pursuant to Rule 457(h) solely for the purpose of calculating
the amount of the registration fee. The price per share is estimated to
be $22.28125 based on the average of the high ($22.6250) and low
($21.9375) sales prices for the Common Stock as traded on the New York
Stock Exchange on October 2, 2000.
(2) Including the associated Preferred Share Purchase Rights.
(3) Together with an indeterminate number of additional shares (including
the associated Preferred Share Purchase Rights) which may be necessary
to adjust the number of shares reserved for issuance pursuant to the
2000 Long-Term Incentive Plan as the result of any future stock split,
stock dividend or similar adjustment of the outstanding Class A Common
Stock of the Company.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-K/A for the year
ended December 31, 1999 filed with the Securities and
Exchange Commission (the "Commission") on September 29,
2000 which contains audited financial statements for the
most recent fiscal year for which such statements have
been filed;
(b) All other reports by the Company filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), since the end of
the fiscal year covered by the Annual Report on Form
10-K/A referred to in (a) above; and
(c) The description of the Class A Common Stock contained in
the Registrant's Registration Statement on Form 8-A
dated April 19, 1995, as amended by Amendment No. 1 on
Form 8-A/A dated April 26, 1995 and the description of
the Preferred Share Purchase Rights contained in the
Registrant's Registration Statement on Form 8-A dated
April 19, 1995, as amended by Amendment No. 1 on Form
8-A/A dated April 26, 1995, under Section 12(g) of the
Exchange Act (Commission file no. 1-11455), including
any amendments or reports filed for the purpose of
updating such descriptions.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date hereof and prior to the filing
of a post-effective amendment, which indicates that the securities offered
hereby have been sold or which deregisters the securities covered hereby then
remaining unsold, shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act authorize a court to award, or a corporation's board of
directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act. Section 11.1 of the Registrant's
Amended and Restated Bylaws provides for indemnification of the Registrant's
directors and officers and, with the approval of the Board of Directors, the
Registrant's employees and agents, to the maximum extent permitted by Washington
law.
Section 23B.08.320 of the Washington Business Corporation Act authorizes
a corporation to limit a director's liability to the corporation or its
shareholders for monetary damages for acts or omissions as a director, except in
certain circumstances involving intentional misconduct, self-dealing or illegal
corporate loans or distributions, or any transactions from which the director
personally receives a benefit in money, property or services to which the
director is not entitled. Article 11.2 of the Registrant's Restated Articles of
Incorporation contains provisions implementing, to the fullest extent permitted
by Washington law, such limitations on a director's liability to the Registrant
and its shareholders.
The directors and officers of the registrant also may be indemnified
against liability they may incur for serving in that capacity pursuant to a
liability insurance policy maintained by the Registrant for such purpose.
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ITEM 8. EXHIBITS
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Exhibit
Number Description
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5.1 Opinion of Perkins Coie regarding legality of the Class A Common
Stock being registered
23.1 Consent of Deloitte & Touche LLP (included on page II-5)
23.2 Consent of Perkins Coie (included in opinion filed as Exhibit
5.1)
24.1 Power of Attorney (see Signature Page)
99.1 2000 Long-Term Incentive Plan
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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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration
Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) above 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 Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this 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.
(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 benefits plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this 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 Commission such indemnification is
against public policy as expressed in the Securities
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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 Seattle, State of Washington, on the 5th day of
October, 2000.
SHURGARD STORAGE CENTERS, INC.
By: /s/ Charles K. Barbo
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Charles K. Barbo,
Chairman of the Board, President and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
and appoints Charles K. Barbo and Harrell L. Beck, and each of them, with full
power of substitution and full power to act without the other, as his true and
lawful attorney-in-fact and agent to act in his name, place and stead and to
execute in the name and on behalf of each person, individually and in each
capacity stated below, and to file, any and all amendments to this Registration
Statement, including any and all post-effective amendments with the Securities
and Exchange Commission or any regulatory authority.
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 indicated below on the 5th day of October, 2000.
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SIGNATURE TITLE
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/s/ Charles K. Barbo Chairman of the Board, President and Chief Executive Officer
------------------------------------ (Principal Executive Officer)
CHARLES K. BARBO
/s/ Harrell L. Beck Senior Vice President, Chief Financial Officer, Treasurer and
------------------------------------ Director
HARRELL L. BECK (Principal Financial and Accounting Officer)
/s/ George Hutchinson Director
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GEORGE HUTCHINSON
/s/ Raymond Johnson Director
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RAYMOND JOHNSON
/s/ Wendell J. Smith Director
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WENDELL J. SMITH
/s/ W. Thomas Porter Director
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W. THOMAS PORTER
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Shurgard Storage Centers, Inc. on Form S-8 of our report dated
February 11, 2000 appearing in the Annual Report on Form 10-K/A of Shurgard
Storage Centers, Inc. for the year ended December 31, 1999.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Seattle, Washington
October 5, 2000
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INDEX TO EXHIBITS
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Exhibit
Number Description
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5.1 Opinion of Perkins Coie regarding legality of the Class A Common
Stock being
registered............................................................
23.1 Consent of Deloitte & Touche LLP (included on page
II-5).................................................................
23.2 Consent of Perkins Coie (included in Exhibit
5.1)..................................................................
24.1 Power of Attorney (see Signature
Page).................................................................
99.1 2000 Long-Term Incentive
Plan..................................................................
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