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As filed with the Securities and Exchange Commission on June 3, 1996
Registration No. 33-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
---------------------
CENTERPOINT PROPERTIES CORPORATION
(Exact name of registrant as specified in its charter)
MARYLAND 36-3910279
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
401 NORTH MICHIGAN AVENUE
30TH FLOOR
CHICAGO, ILLINOIS 60611
312-346-5600
(Address of registrant's principal executive offices)
----------------------
CENTERPOINT PROPERTIES CORPORATION 1995 RESTRICTED STOCK INCENTIVE PLAN
CENTERPOINT PROPERTIES CORPORATION 1995 DIRECTOR STOCK PLAN
CENTERPOINT PROPERTIES CORPORATION 1993 STOCK OPTION PLAN
(Full Title of the Plans)
----------------------
JOHN S. GATES, JR.
PRESIDENT
CENTERPOINT PROPERTIES CORPORATION
401 NORTH MICHIGAN AVENUE, 30TH FLOOR
CHICAGO, ILLINOIS 60611
312-346-5600
(Name and address of agent for service)
----------------------
COPIES TO:
RICHARD A. UNGARETTI, Esq.
JAMES T. EASTERLING, Esq.
Coffield Ungaretti & Harris
Three First National Plaza, Suite 3500
Chicago, Illinois 60602
312-977-4400
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE
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<S> <C> <C> <C> <C>
Common Stock 900,416 $24.25 $21,835,088 $4,367
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</TABLE>
(1) Represents shares of Common Stock to be distributed pursuant to the
Company's 1995 Restricted Stock Incentive Plan, 1995 Director Stock Plan
and 1993 Stock Option Plan, respectively.
(2) Estimated solely for purposes of calculating the registration fee, pursuant
to Rule 457(c), based on the average high and low prices of the Common
Stock as reported on the American Stock Exchange on May 28, 1996.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8 will
be sent or given to participants in the CenterPoint Properties Corporation 1995
Restricted Stock Incentive Plan, the CenterPoint Properties Corporation 1995
Director Stock Plan and the CenterPoint Properties Corporation 1993 Stock Option
Plan, respectively, as specified by Rule 428(b)(1) promulgated by the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act").
Such document(s) are not being filed with the Commission but constitute (along
with the documents incorporated by reference into the Registration Statement
pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements
of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed by the Company with the Commission
pursuant to the Exchange Act of 1934, and any amendments and supplements
thereto, are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1995 (File No. 1-12630);
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996 (File No. 1-12630); and
(c) The description of the Company's Common Stock set forth in the
Company's Post-Effective Amendment No. 1 to Form S-3 registration statement
filed with the Commission on March 22, 1995 (File No. 33-89630).
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") after the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated herein by reference
and to be a part hereof 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 Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference in this Registration Statement modifies or supersedes
such statement.
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Articles of Incorporation and Bylaws authorize the Company to
indemnify its present and former directors and officers and to pay or reimburse
expenses for such individuals in advance of the final disposition of a
proceeding to the maximum extent permitted by Maryland law. The Maryland
General Corporation Law ("MGCL") permits a corporation to indemnify its present
and former directors and officers against judgments, penalties, fines,
settlements and reasonable expenses actually incurred by them in connection with
any proceeding to which they may be made a party by reason their service in
those capacities unless it is established that (a) the act or omission of the
director or officer was material to the matter giving rise to the proceeding and
(i) was committed in bad faith or (ii) was the result of active and deliberate
dishonesty; (b) the director or officer actually received an improper personal
benefit in money, property or services; or (c) in case of any criminal
proceeding, the director or officer had reasonable cause to believe the act or
omission was unlawful.
The MGCL permits the charter of a Maryland corporation to include a provision
limiting the liability of its directors and officers to the corporation and its
stockholders for money damages, except to the extent that (i) it is proved that
the person actually received an improper benefit or profit in money, property or
services, or (ii) a judgment or other final adjudication is entered in a
proceeding based on a finding that the person'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. The Company's charter contains a
provision providing for elimination of the liability of its directors or
officers to the Company or its stockholders for money damages to the maximum
extent permitted by Maryland law from time to time.
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 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 its is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
2
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ITEM 8. EXHIBITS
The following exhibits are filed as part of this registration statement:
EXHIBIT DESCRIPTION
------- -----------
4.1 Form of certificate representing common stock (incorporated
by reference from the Company's Registration Statement on
Form S-11 (File No. 33-69710)
5* Opinion Letter of Coffield Ungaretti & Harris regarding the
validity of the securities being registered
10.1 CenterPoint Properties Corporation 1995 Restricted Stock
Incentive Plan (incorporated by reference from the Company's
Form 10-Q for the fiscal quarter ended September 30, 1995
filed with the Commission on November 15, 1996)
10.2 CenterPoint Properties Corporation 1995 Director Stock Plan
(incorporated by reference from the Company's Form 10-Q for
the fiscal quarter ended September 30, 1995 filed with the
Commission on November 15, 1996)
10.3 CenterPoint Properties Corporation 1993 Stock Option Plan
(incorporated by reference from Pre-Effective Amendment No.
2 to the Company's Registration Statement on Form S-11 (File
No. 33-69710))
10.4 First Amendment to CenterPoint Properties Corporation 1993
Stock Option Plan (incorporated by reference from the
Company's Form 10-K for the fiscal year ended December 31,
1995 filed with the Commission on March 29, 1996)
10.5* Second Amendment to CenterPoint Properties Corporation 1993
Stock Option Plan
23.1* Consent of Coffield Ungaretti & Harris (included as part of
Exhibit 5)
23.2* Consent of Coopers & Lybrand L.L.P.
24* Powers of Attorney of Directors of the Company (included on
signature page)
- ------------------------
* Filed herewith.
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 of 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;
(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;
3
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provided, however, that paragraphs (a)(1)(i) and (a)(1)(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 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
(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.
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.
4
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Chicago,
Illinois, on the 31st day of May, 1996.
CENTERPOINT PROPERTIES CORPORATION,
a Maryland corporation
By: /s/ John S. Gates, Jr.
-------------------------------------
John S. Gates, Jr., President and
Chief Executive Officer
By: /s/ Paul S. Fisher
-------------------------------------
Paul S. Fisher, Executive Vice
President and Chief Financial Officer
(Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Act, this Registration Statement
on Form S-8 has been signed by the following persons in the capacities and on
the date indicated. Each of the following persons does hereby authorize and
designate John S. Gates, Jr., Paul S. Fisher and Robert L. Stovall, or any of
them, as attorneys-in-fact with full power of substitution, to execute in the
name and on behalf of such 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.
SIGNATURE NAME AND TITLE DATE
--------- -------------- ----
Martin Barber, Chairman
/s/ Martin Barber and Director May 31, 1996
- ---------------------------
John S. Gates, Jr., President,
Chief Executive Officer and
/s/ John S. Gates, Jr. Director May 31, 1996
- ---------------------------
Robert L. Stovall, Executive
Vice President, Chief
Operating Officer and
/s/ Robert L. Stovall Director May 31, 1996
- ---------------------------
Nicholas C. Babson
/s/ Nicholas C. Babson Independent Director May 31, 1996
- ---------------------------
Alan D. Feld
/s/ Alan D. Feld Independent Director May 31, 1996
- ---------------------------
John J. Kinsella
/s/ John J. Kinsella Independent Director May 31, 1996
- ---------------------------
Thomas E. Robinson
/s/ Thomas E. Robinson Independent Director May 31, 1996
- ---------------------------
5
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INDEX TO EXHIBITS
EXHIBIT DESCRIPTION PAGE
*4.1 Form of certificate representing common stock
5 Opinion Letter of Coffield Ungaretti & Harris regarding the 8
validity of the securities being registered
**10.1 CenterPoint Properties Corporation 1995 Restricted Stock
Incentive Plan
**10.2 CenterPoint Properties Corporation 1995 Director Stock Plan
***10.3 CenterPoint Properties Corporation 1993 Stock Option Plan
****10.4 First Amendment to CenterPoint Properties Corporation
1993 Stock Option Plan
10.5 Second Amendment to CenterPoint Properties Corporation 13
1993 Stock Option Plan
23.1 Consent of Coffield Ungaretti & Harris (included as part
of Exhibit 5)
23.2 Consent of Coopers & Lybrand L.L.P. 14
24 Powers of Attorney of Directors of the Company (included on
signature page)
- -----------------------------
* Incorporated by reference from the Company's Registration Statement on Form
S-11 (File No. 33-69710).
** Incorporated by reference from the Company's Form 10-Q for the fiscal
quarter ended September 30, 1995 filed with the Commission on November 15, 1996.
*** Incorporated by reference from Pre-Effective Amendment No. 2 to the
Company's Registration Statement on Form S-11 (File No. 33-69710).
**** Incorporated by reference from the Company's Form 10-K for the fiscal year
ended December 31, 1995 filed with the Commission on March 29, 1996.
<PAGE>
EXHIBIT 5
COFFIELD UNGARETTI & HARRIS
3500 THREE FIRST NATIONAL PLAZA
CHICAGO, ILLINOIS 60602
(312) 977-4400
June 3, 1996
CenterPoint Properties Corporation
401 North Michigan Avenue
Suite 3000
Chicago, Illinois 60611
Ladies and Gentlemen:
We have acted as counsel to CenterPoint Properties Corporation, a Maryland
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 of the Company filed with the Securities and
Exchange Commission (the "Commission") on June 3, 1996 (the "Registration
Statement"), relating to the registration under the Securities Act of 1933, as
amended (the "Securities Act"), of 900,416 shares of the Company's Common Stock,
$0.001 per share (the "Common Stock") to be issued under and pursuant to the
Company's 1995 Restricted Stock Incentive Plan, the Company's 1993 Stock Option
Plan, as amended, and the 1995 Director Stock Plan (collectively, the "Plans").
In this connection, we have examined:
a. the amended and restated articles of incorporation, by-laws and
organizational documents of the Company;
b. certain resolutions adopted by the Company's Board of Directors;
c. the Registration Statement;
d. the Plans; and
e. such other documents as we have deemed relevant for the purpose of
rendering the opinions set forth herein, including certifications as to
certain matters of fact by responsible officers of the Company and by
governmental authorities.
We have assumed the authenticity of all documents submitted to us as originals
and the conformity to original documents of all documents submitted to us as
copies.
<PAGE>
CenterPoint Properties Corporation
June 3, 1996
Page 2
Based upon the foregoing, we are of the opinion that the shares of Common Stock
being registered pursuant to the Registration Statement, if and when issued
under the circumstances contemplated under the respective Plans, will be validly
issued, fully paid and nonassessable.
We are members of the Bar of the State of Illinois. Our opinion is limited to
the laws of the State of Illinois, the State of Maryland and the general laws of
the United States of America. Insofar as our opinion relates to matters of
Maryland law, we have relied on the opinion dated June 3, 1996 of Gordon,
Feinblatt, Rothman, Hoffberger & Hollander, LLC, a copy of which is attached
hereto.
We consent to the use of this opinion as an Exhibit to the Registration
Statement and to the reference to our firm in the Prospectus that is part of the
Registration Statement. By giving such consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act.
Very truly yours,
Coffield Ungaretti & Harris
<PAGE>
GORDON, FEINBLATT, ROTMAM, HOFFBERGER & HOLLANDER, L.L.P.
THE GOVETT BUILDING
233 E.REDWOOD STREET
BALTIMORE, MARYLAND 21203
(410) 576-4000
June 3, 1996
Coffield Ungaretti & Harris
3500 Three First National Plaza
Chicago, Illinois 60602-4282
Ladies and Gentlemen:
We have acted as special Maryland counsel to your firm in connection
with your opinion of even date herewith to CenterPoint Properties Corporation, a
Maryland corporation (the "Company"), in connection with the preparation of a
Registration Statement of Form S-8 of the Company filed with the Securities and
Exchange Commission (the "Commission") on May 31, 1996 (the "Registration
Statement "), relating to the registration under the Securities Act of 1933, as
amended (the "Securities Act"), of 900,416 shares of the Company's common Stock,
$0.001 per share(the "Common Stock") to be issued under and pursuant to the
Company's 1995 Restricted Stock Incentive Plan, the Company's 1993 Stock option
plan, amended, and the 1995 Director Stock Plan (collectively, the "Plans").
In the connection, we have examined:
a. the amended and restated articles of incorporation, by-laws and
organizational documents of the Company;
b. certain resolutions adopted by the Company's Board of Directors
c. the Registration Statement
d. The Plans; and
e. such other documents as we have deemed relevant for the purpose
of rendering the opinions set forth herein.
We have assumed the authenticity of all documents submitted to us as
originals and the conformity to original documents of all documents submitted to
us as copies.
<PAGE>
Coffield Ungaretti & Harris
June 3, 1996
Page 2
Based upon the foregoing, we are of the opinion that the shares of
Common Stock being registered pursuant to the Registration Statement, if and
when issued under the circumstances contemplated under the respective Plans,
will be validly issued, fully paid and nonassessable.
We are members of the Bar of the State of Maryland and our opinion is
limited to the laws of the State of Maryland.
Very truly yours,
GORDON, FEINBLATT, ROTHMAN,
HOFFBERGER & HOLLANDER, L.L.P.
<PAGE>
EXHIBIT 10.5
SECOND AMENDMENT
CENTERPOINT PROPERTIES CORPORATION
1993 STOCK OPTION PLAN
The CenterPoint Properties 1993 Stock Option Plan (the "Plan") is hereby amended
to increase the number of authorized shares under the Plan from 750,000 to
1,500,000 and to increase the number of shares which may be issued to any one
individual from 300,000 to 500,000.
ARTICLE 1
Section 4.1 of the Plan is hereby amended in its entirety to henceforth read as
follows:
4.1 LIMITATION. Subject to adjustments authorized by Article 8.1 hereof,
no more than 1,500,000 shares of Common Stock (the "Reserved Shares")
may be issued pursuant to the Plan. No more than 500,000 shares may
be granted to any one individual.
ARTICLE 2
This amendment is effective as of the date adopted by the Board, subject to
approval by the shareholders of CenterPoint Properties Corporation.
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-8 of our reports dated March 8, 1996 on our audits of the
consolidated financial statements and financial statement schedules of
CenterPoint Properties Corporation and Subsidiaries as of December 31, 1995
and 1994 and for each of the three years in the period ended December 31,
1995, which report is included in the Annual Report on Form 10-K.
COOPER & LYBRAND L.L.P.
Chicago, Illinois
May 30, 1996
