REGISTRATION NO. 333-
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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CHELSEA GCA REALTY, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 22-3251332
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
103 EISENHOWER PARKWAY
ROSELAND, NEW JERSEY 07068
(973) 228-6111
(Address of principal executive offices)
1998 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
MARTIN H. NEIDELL
STROOCK & STROOCK & LAVAN LLP
180 MAIDEN LANE
NEW YORK, NEW YORK 10038
(Name and address of agent for service)
(212) 806-5836
(Telephone number, including area code of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(1) PRICE FEE
Common Stock
<S> <C> <C> <C> <C>
$.01 par value . . . . 500,000 $ 35.50 $ 17,750,000 $ 5,237
shares(2)
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) on the basis of the closing price for a share
of Common Stock of Registrant as reported on the New York Stock
Exchange.
(2) There are also being registered hereunder such additional shares as may
be issued pursuant to the anti-dilution provisions of the plan.
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: The documents containing the information specified in this Part I will
be sent or given to employees as specified by Rule 428(b)(1)
promulgated under the Securities Act of 1933, as amended (the "Act").
Such documents need not be filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Act. These documents and the documents incorporated
by reference in the Registration Statement pursuant to Item 3 of Part
II of this Form S-8, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Act. See Rule 428(a)(1)
under the Act.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference:
(a) The Registrant's Annual Report on Form 10-K for the year ended December
31, 1997;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998;
(c) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998; and
(d) Item 1 of the Registrant's Registration Statement on Form 8-A, as
amended, filed September 8, 1993 to register the Registrant's Common Stock, par
value $.01 per share (the "Common Stock"), pursuant to Section 12(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Articles of Incorporation and By-laws of the Registrant provide for the
Registrant to indemnify its officers, directors and employees to the fullest
extent permitted by the Maryland General Corporation Law against certain
liabilities and expenses.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
NUMBER
5 - Opinion of Stroock & Stroock & Lavan LLP.
23(a) - Consent of Stroock & Stroock & Lavan LLP. Included in Exhibit 5 to this
Registration Statement.
23(b) - Consent of Ernst & Young LLP.
24 - Power of Attorney (included on signature page).
ITEM 9. UNDERTAKINGS.
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 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 paragraphs (1)(i) and (1)(ii) do not apply if the
registration Statement is on Form S-3 or Form S-8 and 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 the
Registration Statement.
(2) 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.
(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.
(4) If the Registrant is a foreign private issuer, to file a post-effective
amendment to the Registration Statement to include any financial statements
required by Rule 3-19 of Regulation S-X at the start of any delayed offering or
throughout a continuous offering.
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 Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 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.
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 Securities Act
of 1933 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 of 1933 and will be governed by the final adjudication of such issue.
<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 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 Roseland, State of New Jersey, on the 24th of August,
1998.
CHELSEA GCA REALTY, INC.
(Registrant)
By:/S/ DAVID C. BLOOM
-----------------------
David C. Bloom
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby authorizes David C. Bloom, Leslie T. Chao, Michael J. Clarke and Denise
M. Elmer, and each of them acting individually, with full power of substitution
to file one or more amendments, including Post-Effective Amendments, to this
Registration Statement, which Amendments may make such changes as any of them
deems appropriate, and each person whose signature appears below, individually
and in each capacity stated below, hereby appoints David C. Bloom, Leslie T.
Chao, Michael J. Clarke and Denise M. Elmer, and each of them acting
individually, with full power of substitution, as Attorney-in-Fact to execute
his name and on his behalf to file any such Amendments to this Registration
Statement.
SIGNATURE TITLE DATE
/S/ DAVID C. BLOOM Chairman of the Board and August 24, 1998
- ----------------------- Chief Executive Officer
David C. Bloom (Principal Executive
Officer)
/S/ BARRY M. GINSBURG Director and Chairman of August 24, 1998
- ----------------------- the Executive Committee
Barry M. Ginsburg
/S/ LESLIE T. CHAO President and Chief August 24, 1998
- ----------------------- Financial Officer
Leslie T. Chao (Principal Financial
Officer)
/S/ MICHAEL J. CLARKE Vice President - Finance August 24, 1998
- ----------------------- (Principal Accounting
Michael J. Clarke Officer)
/S/ WILLIAM D. BLOOM Director August 24, 1998
- -----------------------
William D. Bloom
/S/ BRENDAN T. BYRNE Director August 24, 1998
- -----------------------
Brendan T. Byrne
/S/ ROBERT FROMMER Director August 24, 1998
- -----------------------
Robert Frommer
/S/ PHILIP D. KALTENBACHER Director August 24, 1998
- --------------------------
Philip D. Kaltenbacher
/S/ REUBEN S. LEIBOWITZ Director August 24, 1998
- ------------------------
Reuben S. Leibowitz
<PAGE>
EXHIBIT INDEX
Exhibit Page
NUMBER DESCRIPTION NUMBER
5 Opinion of Stroock & Stroock & Lavan LLP.
23(a) Consent of Stroock & Stroock & Lavan LLP.
Included in Exhibit 5 to this
Registration Statement
23(b) Consent of Ernst & Young LLP.
24 Power of Attorney (included on signature page).
Exhibit 5
August 24, 1998
Chelsea GCA Realty, Inc.
103 Eisenhower Parkway
Roseland, New Jersey 07068
Gentlemen:
We have acted as counsel to Chelsea GCA Realty, Inc., a Maryland corporation
(the "Company") in connection with the preparation and filing with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"), of a Registration Statement on Form S-8 (the
"Registration Statement") relating to the proposed issuance of up to 500,000
shares (the "Shares") of the Common Stock, $0.01 par value (the "Common Stock")
of the Company, pursuant to the Company's 1998 Employee Stock Purchase Plan (the
"Plan").
As such counsel, we have examined copies of the Certificate of Incorporation and
Bylaws of the Company, each as amended to the date hereof, the Registration
Statement, the Plan and originals or copies of such other corporate minutes,
records, agreements and other instruments of the Company, certificates of public
officials and other documents and have made such examinations of law, as we have
deemed necessary to form the basis for the opinion hereinafter expressed. In our
examination of such materials, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity to original documents of all copies submitted to us. As to
various questions of fact material to such opinion, we have relied, to the
extent we deemed appropriate, upon representations, statements and certificates
of officers and representatives of the Company and others.
Attorneys involved in the preparation of this opinion are admitted to practice
law in the State of New York and we do not purport to be experts on, or to
express any opinion herein concerning, any law other than the laws of the State
of New York or the federal laws of the United States of America.
Based upon and subject to the foregoing, we are of the opinion that the Shares,
when issued under the circumstances contemplated in the Registration Statement
and the Plan, will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit hereby that we
come within the category of persons whose consent is required under Section 7 of
the Act or the Rules and Regulations of the Commission thereunder.
Very truly yours,
STROOCK & STROOCK & LAVAN LLP
Exhibit 23(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1998 Employee Stock Purchase Plan of Chelsea GCA Realty,
Inc., of our report dated February 13, 1998, with respect to the consolidated
financial statements and schedule of Chelsea GCA Realty, Inc. included in the
Annual Report (Form 10-K) for the year ended December 31, 1997, filed with the
Securities and Exchange Commission.
Ernst & Young LLP
New York, New York
August 21, 1998
