As filed with the Securities and Exchange Commission on September 17, 1996.
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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MID-ATLANTIC REALTY TRUST
(Exact name of Registrant as specified in charter)
Maryland
(State or other jurisdiction of
incorporation or organization)
6798
(Primary Standard Industrial)
Classification Code Number)
52-1832411
(I.R.S. Employer Identification
Number)
1306 Concourse Drive, Suite 200
Linthicum, MD 21090
(410) 684-2000
(Address, including zip code and telephone number, including area code, of
Registrant's principal executive offices)
MID-ATLANTIC REALTY TRUST 1995 STOCK OPTION PLAN
(Full title of the Plan)
F. Patrick Hughes, President
Mid-Atlantic Realty Trust
1306 Concourse Dr., Suite 200
Linthicum, MD 21090
(410) 684-2000
(Name, Address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Abba David Poliakoff, Esquire
Gordon, Feinblatt, Rothman,
Hoffberger & Hollander, LLC
233 East Redwood Street
Baltimore, MD 21202
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Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this Registration Statement.
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================================================
Title of securities Number of Shares to Proposed maximum Proposed maximum Amount of
to be registered be registered (2) offering price aggregate offering price (1)registration fee
per Share (1)
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<S> <C> <C> <C> <C> <C>
Common Shares of Beneficial 180,000 shares (2) $9.75 $1,755,000 $605.17
Interest, $.01 par value
================================================================================================================================
<FN>
(1) Estimated solely for purposes of determining the registration fee. The
proposed maximum aggregate offering price per Share has been computed
pursuant to Rule 457(h) based upon the market price of the Shares on
September 13, 1996.
(2) Plus such additional number of Shares as may be issuable by operation
of the anti-dilutional provisions of the Plan.
</FN>
</TABLE>
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<PAGE>
PART I. INFORMATION REQUIRED IN THE PROSPECTUS
Item 1. Plan Information.
Omitted pursuant to the instructions and provisions of Form S-8.
Item 2. Registrant Information and Employee Plan Information.
Omitted pursuant to the instructions and provisions of Form S-8.
- 1 -
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously filed (File No. 1-12286) with the
Securities and Exchange Commission ("Commission") by Mid-Atlantic Realty Trust
("MART") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act") are, as of their respective dates, hereby incorporated by
reference in this Registration Statement:
(i) Annual Report on Form 10-K for the fiscal year ended
December 31, 1995;
(ii) All other reports filed pursuant to Sections 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the annual
report referred to in (i) above;
(iii) Description of the Shares contained in MART's
registration statement filed pursuant to Section 12 of the Exchange Act,
including any amendments or reports filed for the purpose of updating such
description.
All other documents filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Prospectus and prior to the filing of a post-effective amendment which
indicates that all of MART's common shares of beneficial interest (the "Shares")
offered hereby have been sold or that all Shares then remaining unsold have been
deregistered shall be deemed to be incorporated by reference in and made a part
of this Registration Statement from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in a document
subsequently filed modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. Description of Shares.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
II-1
<PAGE>
Item 6. Indemnification of Trustees and Officers.
Under Maryland law, a Maryland real estate investment trust is
permitted to limit, by provision in its declaration of trust, the liability of
trustees and officers so that no trustee or officer shall be liable to the trust
or to any shareholder for money damages except (i) for and to the extent of
actual receipt of an improper personal benefit in money, property or services,
or (ii) for active and deliberate dishonesty established by a final judgment as
being material to the cause of action. The Registrant's Declaration of Trust has
incorporated these provisions.
The Registrant's Declaration of Trust and Bylaws require the Registrant
to indemnify its Trustees and officers to the fullest extent permitted under
Maryland law. As a result, the Registrant is required to indemnify any present
or former Trustee or officer against any claim or liability, including all
judgments, penalties, fines, settlements and expenses, unless it is established
that (i) his act or omission was committed in bad faith or was the result of
active and deliberate dishonesty, (ii) he actually received an improper personal
benefit in money, property or services or (iii) in the case of a criminal
proceeding, he had reasonable cause to believe that his act or omission was
unlawful. In addition, the Registrant is required to pay or reimburse, in
advance of final disposition of a proceeding, reasonable expenses incurred by
such person provided that the Registrant shall have received (i) a written
affirmation by the Trustee or officer of his good faith belief that he has met
the standard of conduct necessary for indemnification by the Registrant, and
(ii) a written undertaking by or on his behalf to repay the amount paid or
reimbursed by the Registrant if it shall ultimately be determined that the
standard of conduct was not met. The Registrant's Declaration of Trust and
Bylaws also require the Registrant to provide indemnification, payment or
reimbursement of expenses to a present or former director or officer who served
a predecessor of the Registrant in such capacity, and to any employee or agent
of the Registrant or a predecessor of the Registrant, and permit the Registrant
to provide such other and further indemnification or payment or reimbursement of
expenses as may be permitted by Section 2-418 of the Maryland General
Corporation Law for directors of Maryland corporations.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to Trustees and officers of the Registrant pursuant
to the foregoing provisions or otherwise, the Registrant has been advised that,
although the validity and scope of the governing statute has not been tested in
court, in the opinion of the SEC, such indemnification is against public policy
as expressed in such Act and is, therefore, unenforceable. In addition,
indemnification may be limited by state securities laws.
Item 7. Exemption from Registration Claimed.
Not Applicable.
II-2
<PAGE>
Item 8. Exhibits.
Exhibit
Number Description of Exhibits
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4(a) Declaration of Trust of the Registrant, dated June 29, 1993
4(b) By-laws of the Registrant
5 Opinion of Gordon, Feinblatt, Rothman, Hoffberger & Hollander,
LLC
23(a) Consent of Gordon, Feinblatt, Rothman, Hoffberger & Hollander,
LLC (included in their opinion in Exhibit 5 hereto)
23(b) Consent of KPMG Peat Marwick LLP
- -----------------------------
* Incorporated by reference to the Registrant's Registration Statement on
Form S-11, File No. 33-66386
Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes:
(a) 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 of 1933;
(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;
(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 the undertakings contained in paragraphs
(a)(i) and (a)(ii) 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
Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
(b) 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.
II-3
<PAGE>
(c) 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.
(2) 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 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.
(3) 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
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 Act and will
be governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
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 Linthicum, Maryland, on September 13, 1996.
MID-ATLANTIC REALTY TRUST
By: /s/ F. Patrick Hughes
-----------------------------------
F. Patrick Hughes, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated.
Signature Title Date
/s/ Leroy E. Hoffberger Trustee, Chairman of the September 13, 1996
- -------------------------- Board of Trustees
LeRoy E. Hoffberger
/s/ F. Patrick Hughes Trustee, President - September 13, 1996
- -------------------------- (Principal Executive
F. Patrick Hughes Officer)
/s/ Paul Bollinger Principal Financial Officer September 13, 1996
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Paul Bollinger
/s/ David F. Benson Trustee September 13, 1996
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David F. Benson
/s/ Marc P. Blum Trustee September 13, 1996
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Marc P. Blum
/s/ Robert A. Frank Trustee September 13, 1996
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Robert A. Frank
/s/ M. Ronald Lipman Trustee September 13, 1996
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M. Ronald Lipman
/s/ Stanley J. Moss Trustee September 13, 1996
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Stanley J. Moss
/s/ Daniel S. Stone Trustee September 13, 1996
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Daniel S. Stone
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibits Page
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<C> <C> <C>
4(a) Declaration of Trust of the Registrant, dated June 29, 1993 *
4(b) By-laws of the Registrant *
5 Opinion of Gordon, Feinblatt, Rothman, Hoffberger & Hollander, LLC EX-2
23(a) Consent of Gordon, Feinblatt, Rothman, Hoffberger & Hollander, LLC --------
(included in their opinion)
23(b) Consent of KPMG Peat Marwick LLP EX-5
</TABLE>
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* Incorporated by reference
<PAGE>
Exhibit 5
EX-1
<PAGE>
September 10, 1996
Mid-Atlantic Realty Trust
1306 Concourse Drive, Suite 200
Linthicum, MD 21090
Re: Mid-Atlantic Realty Trust; Registration of 1995
Stock Option Plan on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Mid-Atlantic Realty Trust, a Maryland real
estate investment trust (the "Trust"), in connection with the issuance by the
Trust of up to 180,000 common shares of beneficial interest, par value $.01 per
share (the "Shares"), under the Mid-Atlantic Realty Trust 1995 Stock Option Plan
(the "Plan"), pursuant to the above-referenced Registration Statement (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), filed on this date by the Trust with the Securities and
Exchange Commission.
We have examined copies of (i) the Declaration of Trust of the Trust,
certified by the State Department of Assessments and Taxation of Maryland, (ii)
the Bylaws of the Trust, (iii) the Plan, and (iv) resolutions adopted by the
Board of Trustees of the Trust relating to the matters referred to herein. We
have also examined the Registration Statement and Exhibits thereto
(collectively, with the documents described in the preceding sentence, referred
to as the "Documents").
In expressing the opinions set forth below, we have assumed, and so
far as is known to us there are no facts inconsistent with, the following:
1. Each of the parties (other than the Trust) executing any of the
Documents has duly and validly executed and delivered each of the Documents to
which such party is a signatory, and such party's obligations set forth therein
are legal, valid and binding and are enforceable in accordance with all stated
terms except as limited (a) by bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or other laws relating to or affecting the
enforcement of creditors' rights, or (b) by general equitable principles;
<PAGE>
Mid-Atlantic Realty Trust
September 10, 1996
Page 2
2. Each individual executing any Documents on behalf of a party (other
than the Trust) is duly authorized to do so;
3. Each individual executing any of the Documents is legally competent
to do so; and
4. All Documents submitted to us as originals are authentic. All
documents submitted to us as certified or photostatic copies conform to the
original documents. All signatures on all such Documents are genuine. All public
records reviewed or relied upon by us or on our behalf are true and complete.
All statements and information contained in the Documents are true and complete.
Based on the foregoing, it is our opinion that when the terms of the
sale of the Shares will be established in accordance with the terms of the Plan,
the Shares will be duly issued in accordance with such terms and the
consideration therefor shall have been paid in accordance therewith, the Shares
will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the laws of the State of Maryland
and we do not express any opinion herein concerning any other law. We assume no
obligation to supplement this opinion if any applicable law changes after the
date hereof or if we become aware of any fact that might change the opinion
expressed herein after the date hereof.
This opinion is being furnished to you for your benefit, and may not
be relied upon by any other person without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of the name of our firm therein. In giving
this opinion, we do not admit that we are within the category of persons whose
consent is required by Section 7 of the Securities Act of 1933.
Very truly yours,
GORDON, FEINBLATT, ROTHMAN,
HOFFBERGER & HOLLANDER, LLC
3
<PAGE>
Exhibit 23(b)
4
<PAGE>
Exhibit 23(b)
ACCOUNTANTS' CONSENT
The Board of Trustees
Mid-Atlantic Realty Trust:
We consent to the use of our report incorporated herein by reference.
KPMG Peat Marwick LLP
Baltimore, Maryland
September 13, 1996
C65452b.609
EX-5
<PAGE>
