<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 17, 2000
REGISTRATION NO. _______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
<TABLE>
<S> <C>
CHARLES E. SMITH RESIDENTIAL REALTY, INC. CHARLES E. SMITH RESIDENTIAL REALTY L.P.
(Exact name of co-registrant as specified in its charter) (Exact name of co-registrant as specified in its charter)
MARYLAND DELAWARE
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
54-1681655 54-1681657
(IRS employer identification number) (IRS employer identification number)
ERNEST A. GERARDI, JR. ERNEST A. GERARDI, JR.
PRESIDENT AND CHIEF EXECUTIVE OFFICER OF PRESIDENT AND CHIEF EXECUTIVE OFFICER OF
CHARLES E. SMITH RESIDENTIAL REALTY, INC. CHARLES E. SMITH RESIDENTIAL REALTY, INC.
2345 CRYSTAL DRIVE, CRYSTAL CITY 2345 CRYSTAL DRIVE, CRYSTAL CITY
ARLINGTON, VIRGINIA 22202 ARLINGTON, VIRGINIA 22202
(Address, including zip code, and telephone number, (Address, including zip code, and telephone number,
including area code, of co-registrant's principal including area code, of co-registrant's principal
executive offices and agent for service) executive offices and agent for service)
</TABLE>
------------------------
CHARLES E. SMITH RESIDENTIAL REALTY, INC. 1994 EMPLOYEE STOCK AND UNIT OPTION
PLAN
CHARLES E. SMITH RESIDENTIAL REALTY, INC. 1994 EMPLOYEE RESTRICTED STOCK AND
RESTRICTED UNIT PLAN
CHARLES E. SMITH RESIDENTIAL REALTY, INC. NON-EMPLOYEE DIRECTORS STOCK OPTION
PLAN
(Full title of the Plans)
------------------------
Copies to:
J. WARREN GORRELL, JR., ESQ.
BRUCE W. GILCHRIST, ESQ.
HOGAN & HARTSON L.L.P.
555 THIRTEENTH STREET, N.W.
WASHINGTON, D.C. 20004-1109
(202) 637-5600
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------------------------- ------------- --------------------- --------------------- -------------
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT (1) PRICE (1)(2) FEE (2)
--------------------------------------------- ------------- --------------------- --------------------- -------------
<S> <C> <C> <C> <C> <C>
Common Stock, par value $.01 per share 1,500,000 $39.844 $59,766,000.00 $15,778.22
Units of limited partnership interest 1,500,000 $39.844
--------------------------------------------- ------------- --------------------- --------------------- -------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 of the Securities Act of 1933, as amended, based on the
average high and low prices per share of Charles E. Smith Residential
Realty, Inc.'s Common Stock, par value $0.01 per share, on July 12, 2000, as
reported on the New York Stock Exchange.
(2) Under the Charles E. Smith Residential Realty, Inc. 1994 Employee Stock
and Unit Option Plan, no more than 1,500,000 additional shares of Common
Stock or units of limited partnership interest may be issued under this
registration statement; therefore, the proposed maximum aggregate
offering price will not exceed $59,766,000.00.
<PAGE>
EXPLANATORY NOTE
This Registration Statement is filed solely to register 1,500,000
additional shares of common stock of Charles E. Smith Residential Realty, Inc.
or units of limited partnership interest of Charles E. Smith Residential Realty
L.P. that may be issued under the Charles E. Smith Residential Realty, Inc. 1994
Employee Stock and Unit Option Plan, as amended, for which the Co-Registrants'
earlier Registration Statements on Form S-8 (File Nos. 333-67421 and 33-82382)
(together, the "Initial Registration Statement") already are in effect. Pursuant
to General Instruction E of Form S-8, the contents of the Initial Registration
Statement hereby are incorporated by reference herein.
Upon filing of this Registration Statement, the total number of
authorized shares or units to be issued under the Charles E. Smith Residential
Realty, Inc. 1994 Employee Stock and Unit Option Plan, as amended, the Charles
E. Smith Residential Realty, Inc. 1994 Restricted Stock and Restricted Unit
Option Plan, as amended, and the Charles E. Smith Residential Realty, Inc.
Non-Employee Directors Stock Option Plan, as amended, will be 5,010,000. The
amendment authorizing the issuance of 1,500,000 additional shares of common
stock or units under the Charles E. Smith Residential Realty, Inc. 1994 Employee
Stock and Unit Option Plan was approved by the Board of Directors of Charles E.
Smith Residential Realty, Inc. at its regular meeting on January 25, 2000.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- ------------
<S> <C>
5.1 Opinion of Hogan & Hartson L.L.P. regarding legality of the securities being registered.
23.1 Consent of Hogan & Hartson L.L.P. (included as part of Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney (included as part of signature pages)
99.1 Charles E. Smith Residential Realty, Inc. 1994 Employee Stock and Unit Option Plan (Incorporated
by reference to Exhibit No. 10.4 in its Registration Statement on Form S-11, File No. 33-75288).
99.2 Charles E. Smith Residential Realty, Inc. 1994 Restricted Stock and Restricted Unit Plan (Incorporated
by reference to Exhibit No. 10.5 in its Registration Statement on Form S-11, File No. 33-75288).
99.3 Charles E. Smith Residential Realty, Inc. Directors Stock Option Plan (Incorporated by reference to
Exhibit No. 10.6 in its Registration Statement on Form S-11, File No. 33-75288).
99.4 Charles E. Smith Residential Realty, Inc. First Amended and Restated 1994 Employee Stock and Unit
Option Plan (Incorporated by reference to Exhibit No. 10.4 in its Annual Report on Form 10-K for the
year ended December 31, 1994, File No. 1-13174).
99.5 Charles E. Smith Residential Realty, Inc. First Amended and Restated 1994 Employee Restricted Stock and
Restricted Unit Option Plan (Incorporated by reference to Exhibit No. 10.5 in its Annual Report on
Form 10-K for the year ended December 31, 1994, File No. 1-13174).
99.6 Charles E. Smith Residential Realty, Inc. First Amended and Restated 1994 Non-Employee Directors Stock
Option Plan (Incorporated by reference to Exhibit No. 10.6 in its Annual Report on Form 10-K for the
year ended December 31, 1994, File No. 1-13174).
99.7 Charles E. Smith Residential Realty, Inc. First Amendment to First Amended and Restated 1994 Employee
Stock and Unit Option Plan (Incorporated by reference to Exhibit No. 4.9 in its Registration Statement
on Form S-8, File No. 333-67421).
99.8 Charles E. Smith Residential Realty, Inc. Second Amendment to First Amended and Restated 1994 Employee
Stock and Unit Option Plan
<PAGE>
(Incorporated by reference to Exhibit No. 10.71 in its Annual Report on Form 10-K for the year ended
December 31, 1998, File No. 1-13174).
99.9 Charles E. Smith Residential Realty, Inc. Third Amendment to First Amended and Restated 1994 Employee
Stock and Unit Option Plan (Incorporated by reference to Exhibit No. 10.73 in its Annual Report on Form
10-K for the year ended December 31, 1999, File No. 1-13174).
99.10 Charles E. Smith Residential Realty, Inc. Fourth Amendment to First Amended and Restated 1994 Employee
Stock and Unit Option Plan (Incorporated by reference to Exhibit No. 10.75 in its Annual Report on
Form 10-K for the year ended December 31, 1999, File No. 1-13174).
99.11 Charles E. Smith Residential Realty, Inc. First Amendment to First Amended and Restated 1994 Employee
Restricted Stock and Restricted Unit Option Plan (Incorporated by reference to Exhibit No. 10.74 in its
Annual Report on Form 10-K for the year ended December 31, 1999, File No. 1-13174).
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Co-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 the city of Arlington, Commonwealth of Virginia, on July
17, 2000.
CHARLES E. SMITH RESIDENTIAL REALTY, INC.
By: /s/ ERNEST A. GERARDI, JR.
------------------------------------
Name: Ernest A. Gerardi, Jr.
Title: President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ernest A. Gerardi, Jr. as true and lawful
attorney-in-fact, with full power of substitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all instruments for
him and in his name in the capacities indicated below, which said
attorney-in-fact may deem necessary or advisable to enable said co-registrant to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission, in connection with
this registration statement, or any registration statement for this offering
that is to be effective upon filing pursuant to Rule 462(b) under the Securities
Exchange Act of 1933, including specifically, but without limitation, any and
all amendments (including post-effective amendments) hereto; and each hereby
ratifies and confirms all that said attorney-in-fact may lawfully do or cause to
be done by virtue hereof.
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:
<TABLE>
<CAPTION>
NAME TITLE DATE
-------- ---------- -------------
<S> <C> <C>
/s/ Robert H. Smith Chairman of the Board and Director July 17, 2000
-----------------------------
Robert H. Smith
/s/ Robert P. Kogod Director July 17, 2000
-----------------------------
Robert P. Kogod
/s/ Ernest A. Gerardi, Jr. President, Chief Executive Officer, and July 17, 2000
----------------------------- Director
Ernest A. Gerardi, Jr.
/s/ W.D. Minami Executive Vice President and Chief Financial July 17, 2000
----------------------------- Officer
W. D. Minami
<PAGE>
/s/ Steven E. Gulley Controller and Chief Accounting Officer July 17, 2000
-----------------------------
Steven E. Gulley
/s/ Charles B. Gill Director July 17, 2000
-----------------------------
Charles B. Gill
/s/ Roger J. Kiley, Jr. Director July 17, 2000
-----------------------------
Roger J. Kiley, Jr.
/s/ R. Michael McCullough Director July 17, 2000
-----------------------------
R. Michael McCullough
/s/ Karen Hastie Williams Director July 17, 2000
-----------------------------
Karen Hastie Williams
</TABLE>
<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 the city of Arlington, Commonwealth of Virginia, on July 17,
2000.
BY: CHARLES E. SMITH RESIDENTIAL REALTY, L.P.
BY: CHARLES E. SMITH RESIDENTIAL REALTY, INC.
GENERAL PARTNER
By: /s/ ERNEST A. GERARDI, JR.
-------------------------------------------
Name: Ernest A. Gerardi, Jr.
Title: President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ernest A. Gerardi, Jr. as true and lawful
attorney-in-fact, with full power of substitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all instruments for
him and in his name in the capacities indicated below, which said
attorney-in-fact may deem necessary or advisable to enable said co-registrant to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission, in connection with
this registration statement, or any registration statement for this offering
that is to be effective upon filing pursuant to Rule 462(b) under the Securities
Exchange Act of 1933, including specifically, but without limitation, any and
all amendments (including post-effective amendments) hereto; and each hereby
ratifies and confirms all that said attorney-in-fact may lawfully do or cause to
be done by virtue hereof.
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:
<TABLE>
<CAPTION>
NAME TITLE DATE
-------- ---------- -------------
<S> <C> <C>
/S/ ROBERT H. SMITH Chairman of the Board and Director July 17, 2000
--------------------------------------------
Robert H. Smith
/S/ ROBERT P. KOGOD Director July 17, 2000
--------------------------------------------
Robert P. Kogod
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/S/ ERNEST A. GERARDI, JR. President, Chief Executive Officer, and July 17, 2000
-------------------------------------------- Director
Ernest A. Gerardi, Jr.
/S/ W.D. MINAMI Executive Vice President and Chief Financial July 17, 2000
-------------------------------------------- Officer
W. D. Minami
/S/ STEVEN E. GULLEY Controller and Chief Accounting Officer July 17, 2000
--------------------------------------------
Steven E. Gulley
/S/ CHARLES B. GILL Director July 17, 2000
--------------------------------------------
Charles B. Gill
/S/ ROGER J. KILEY, JR. Director July 17, 2000
--------------------------------------------
Roger J. Kiley, Jr.
/S/ R. MICHAEL MCCULLOUGH Director July 17, 2000
--------------------------------------------
R. Michael McCullough
/S/ KAREN HASTIE WILLIAMS Director July 17, 2000
--------------------------------------------
Karen Hastie Williams
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
-------- ------------------------------------------------------------------------ ----
<S> <C> <C>
5.1 Opinion of Hogan & Hartson L.L.P. regarding legality of the securities
being registered.
23.1 Consent of Hogan & Hartson L.L.P. (included as part of Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney (included as part of signature pages).
99.1 Charles E. Smith Residential Realty, Inc. 1994 Employee Stock and Unit
Option Plan (Incorporated by reference to Exhibit No. 10.4 in its
Registration Statement on Form S-11, File No. 33-75288).
99.2 Charles E. Smith Residential Realty, Inc. 1994 Restricted Stock and
Restricted Unit Plan (Incorporated by reference to Exhibit No. 10.5 in
its Registration Statement on Form S-11, File No. 33-75288).
99.3 Charles E. Smith Residential Realty, Inc. Directors Stock Option Plan
(Incorporated by reference to Exhibit No. 10.6 in its Registration
Statement on Form S-11, File No. 33-75288).
99.4 Charles E. Smith Residential Realty, Inc. First Amended and Restated
1994 Employee Stock and Unit Option Plan (Incorporated by reference to
Exhibit No. 10.4 in its Annual Report on Form 10-K for the year ended
December 31, 1994, File No. 1-13174).
99.5 Charles E. Smith Residential Realty, Inc. First Amended and Restated
1994 Employee Restricted Stock and Restricted Unit Option Plan
(Incorporated by reference to Exhibit No. 10.5 in its Annual Report on
Form 10-K for the year ended December 31, 1994, File No. 1-13174).
99.6 Charles E. Smith Residential Realty, Inc. First Amended and Restated
1994 Non-Employee Directors Stock Option Plan (Incorporated by
reference to Exhibit No. 10.6 in its Annual Report on Form 10-K for
the year ended December 31, 1994, File No. 1-13174).
99.7 Charles E. Smith Residential Realty, Inc. First Amendment to First
Amended and Restated 1994 Employee Stock and Unit Option Plan
(Incorporated by reference to Exhibit No. 4.9 in its Registration
Statement on Form S-8, File No. 333-67421).
99.8 Charles E. Smith Residential Realty, Inc. Second Amendment to First
Amended and Restated 1994 Employee Stock and Unit Option Plan
(Incorporated by reference to Exhibit No. 10.71 in its Annual Report
on Form 10-K for the year ended December 31, 1998, File No. 1-13174).
<PAGE>
99.9 Charles E. Smith Residential Realty, Inc. Third Amendment to First
Amended and Restated 1994 Employee Stock and Unit Option Plan
(Incorporated by reference to Exhibit No. 10.73 in its Annual Report
on Form 10-K for the year ended December 31, 1999, File No. 1-13174).
99.10 Charles E. Smith Residential Realty, Inc. Fourth Amendment to First
Amended and Restated 1994 Employee Stock and Unit Option Plan
(Incorporated by reference to Exhibit No. 10.75 in its Annual Report
on Form 10-K for the year ended December 31, 1999, File No. 1-13174).
99.11 Charles E. Smith Residential Realty, Inc. First Amendment to First
Amended and Restated 1994 Employee Restricted Stock and Restricted
Unit Option Plan (Incorporated by reference to Exhibit No. 10.74 in
its Annual Report on Form 10-K for the year ended December 31, 1999,
File No. 1-13174).
</TABLE>
