<PAGE>
As filed with the Securities and Exchange Commission on November 12, 1997
REGISTRATION STATEMENT NO. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
BEACON PROPERTIES CORPORATION
(Exact name of Registrant as Specified in Its Charter)
Maryland 04-3224258
(State of Incorporation) 50 Rowes Wharf (I.R.S.
Employer Identification No.)
Boston, MA 02110
(617) 330-1400
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
AMENDED AND RESTATED
1994 STOCK OPTION AND INCENTIVE PLAN
(Full Title of the Plan)
-------------------------------------
Alan M. Leventhal
President and Chief Executive Officer
and
William A. Bonn, Esq.
General Counsel
Beacon Properties Corporation
50 Rowes Wharf
Boston, MA 02110
(617) 330-1400
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
____________________________
With copies to:
Gilbert G. Menna, P.C.
Kathryn I. Murtagh, Esq.
Goodwin, Procter & Hoar LLP
Exchange Place
53 State Street
Boston, Massachusetts 02109-2881
(617) 570-1000
____________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Being Amount to be Offering Aggregate Amount of
Registered Registered (1) Price Per Share (2) Offering Price Registration Fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock............... 432,000 $29.625 $12,798,000 $3,879
====================================================================================================================
</TABLE>
(1) Plus such additional number of shares as may be required pursuant to the
Amended and Restated 1994 Stock Option and Incentive Plan in the event of a
stock dividend, reverse stock split, split-up, recapitalization, forfeiture
of stock under the Plan or other similar event.
(2) This estimate is made pursuant to Rule 457(c) and (h) under the Securities
Act of 1933, as amended (the "Securities Act") solely for purposes of
determining the registration fee and is based upon exercise price of
outstanding options.
================================================================================
<PAGE>
The contents of the registrant's Registration Statements on Form S-8 (File
Nos. 33-84242 and 333-10417) are incorporated herein by reference.
Item 8. Exhibits.
--------
The following is a complete list of exhibits filed as part of this
registration statement.
Exhibit
- -------
4.1 January 1997 Amendment to the Beacon Properties Corporation 1994 Stock
Option and Incentive Plan.
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered.
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1).
23.2 Consent of Coopers & Lybrand L.L.P.
24.1 Powers of Attorney (contained on signature page of this registration
statement).
2
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, Beacon
Properties Corporation 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 Boston, Commonwealth of Massachusetts, on this
31st day of October, 1997.
BEACON PROPERTIES CORPORATION
By: /s/ Alan M. Leventhal
-------------------------------
Alan M. Leventhal, President
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of Beacon Properties Corporation hereby severally constitute Alan M.
Leventhal and Lionel P. Fortin and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names in the capacities indicated below, the Registration Statement filed
herewith and any and all amendments to said Registration Statement, and
generally to do all such things in our names and in our capacities as officers
and directors to enable Beacon Properties Corporation to comply with the
provisions of the Securities Act of 1933, and all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming our signatures as they
may be signed by our said attorneys, or any of them, to said Registration
Statement and any and all amendments thereto.
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.
Signature Title Date
--------- ----- ----
/s/ Alan M. Leventhal President, Chief Executive October 31, 1997
- --------------------- Officer, and Director
Alan M. Leventhal (Principal Executive Officer)
/s/ Edwin N. Sidman Chairman of the Board October 31, 1997
- ------------------- of Directors
Edwin N. Sidman
/s/ Lionel P. Fortin Executive Vice President, October 31, 1997
- -------------------- Chief Operating Officer
Lionel P. Fortin and Director
/s/ Robert J. Perriello Senior Vice President and October 31, 1997
- ----------------------- Chief Financial Officer
Robert J. Perriello (Principal Financial Officer
and Principal Accounting Officer)
/s/ Norman B. Leventhal Director October 31, 1997
- -----------------------
Norman B. Leventhal
Director October __, 1997
- -----------------------
Dale F. Frey
/s/ Graham O. Harrison Director October 31, 1997
- ----------------------
Graham O. Harrison
<PAGE>
/s/ William F. McCall, Jr. Director October 31, 1997
- --------------------------
William F. McCall, Jr.
/s/ Steven Shulman Director October 31, 1997
- ------------------
Steven Shulman
Scott M. Sperling Director October _____, 1997
- ------------------
<PAGE>
Exhibit Index
Exhibit No. Description
4.1 January 1997 Amendment to the Beacon Properties Corporation 1994
Stock Option and Incentive Plan.
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered.
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1).
23.2 Consent of Coopers & Lybrand L.L.P.
24.1 Powers of Attorney (contained on signature page of this registration
statement).
<PAGE>
Exhibit 4.1
SECOND AMENDMENT
TO THE
BEACON PROPERTIES CORPORATION
1994 STOCK OPTION AND INCENTIVE PLAN
------------------------------------
A. The Beacon Properties Corporation 1994 Stock Option and Incentive Plan (the
"Plan"), as adopted and approved by the Board of Directors and shareholders on
March 4, 1994, as subsequently amended by the Board of Directors on February 20,
1996 and approved by the shareholders on May 22, 1996, as subsequently amended
and restated by the Board of Directors on July 25, 1996 to conform to
requirements of Rule 16b-3 of the Securities Exchange Act of 1934, is hereby
amended, subject to shareholders' approval as follows:
1. Section 3(a) is hereby amended by deleting the first sentence thereof
and substituting therefor the following:
"The maximum number of shares of Stock reserved and available for issuance
under the Plan shall be such aggregate number of shares of Stock as does
not exceed the sum of (i) 4,351,114 shares; plus (ii) as of the last
business day of each calendar quarter ending after December 31, 1996, an
additional positive number equal to eight percent (8%) of the sum of units
of partnership interests in Beacon Properties, L.P. that are subject to
redemption rights ("Units") and shares of Stock issued by the Company
during that calendar quarter, reduced by any shares of Stock issued by the
Company during that calendar quarter upon the redemption of Units;
provided, however, that the maximum number of shares of Stock for which
Incentive Stock Options may be granted under the Plan shall not exceed
4,351,114 shares, reduced by the aggregate number of shares subject to
outstanding Awards granted under the Plan."
2. Section 3(a) is further amended by deleting the reference to "500,000
shares" in the third sentence thereof and substituting therefor "1,000,000
shares."
3. Section 5 is hereby amended by deleting the reference to "February 19,
2006" in the third sentence thereof and substituting therefor "January 27,
2007."
4. Section 5(b)(i) is hereby amended by deleting the reference to "3,000
shares" and substituting therefor "5,000 shares."
<PAGE>
5. Section 5(b)(i) is further amended by adding the following sentence at
the end thereof:
"The Committee, in its discretion, may grant additional Non-Qualified Stock
Options to Independent Directors."
B. The effective date of this Amendment shall be January 28, 1997.
C. Except as otherwise amended herein, the Plan is hereby affirmed in all
other respects.
2
<PAGE>
GOODWIN, PROCTER & HOAR LLP
COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
TELEPHONE (617) 570-1000
TELECOPIER (617) 523-1231
November 10, 1997
Beacon Properties Corporation
50 Rowes Wharf
Boston, Massachusetts 02110
Ladies and Gentlemen:
This opinion is furnished in connection with the registration, pursuant to
the Securities Act of 1933, as amended (the "Securities Act"), of 432,000 shares
(the "Shares") of common stock, par value $.01 per share ("Common Stock"), of
Beacon Properties Corporation, a Maryland corporation (the "Company").
In connection with rendering this opinion, we have examined the Articles of
Incorporation, as amended and the Amended and Restated Bylaws of the Company,
such records of the corporate proceedings of the Company as we deemed material,
a registration statement on Form S-8 under the Securities Act relating to the
Shares (the "Registration Statement"), the Company's Amended and Restated 1994
Stock Option and Incentive Plan (the "Plan"), as amended, and such other
certificates, receipts, records and documents as we considered necessary for the
purposes of this opinion.
We are attorneys admitted to practice in the Commonwealth of Massachusetts.
We express no opinion concerning the laws of any jurisdictions other than the
laws of the United States of America, the Commonwealth of Massachusetts and the
Maryland General Corporation Law.
Based upon the foregoing, we are of the opinion that when the Shares have
been issued and paid for in accordance with the terms of the Plan and the
Registration Statement, the Shares will be validly issued, fully paid and
nonassessable shares of Common Stock.
The foregoing assumes that all requisite steps will be taken to comply with
the requirements of the Securities Act and applicable requirements of state laws
regulating the offer and sale of securities, as to which we express no opinion.
This opinion is based upon currently existing statutes, rules and
regulations and judicial decisions and is rendered as of the date hereof, and we
disclaim any obligation to advise you of any change in any of the foregoing
sources of law or subsequent developments in law or changes in facts or
circumstances which might affect any matters or opinions set forth herein.
<PAGE>
GOODWIN, PROCTER & HOAR LLP
We are furnishing this letter to you in connection with the filing of the
Registration Statement and consent to the filing of this opinion as an exhibit
to the Registration Statement. This opinion is not to be used, circulated,
quoted or otherwise referred to for any other purpose.
Very truly yours,
/s/ Goodwin, Procter & Hoar LLP
GOODWIN, PROCTER & HOAR LLP
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement,
relating to the registration of 432,000 shares of common stock of Beacon
Properties Corporation (the "Company"), on Form S-8 of our report dated January
28, 1997, appearing in the Company's Annual Report on Form 10-K, as amended, for
the year ended December 31, 1996 on our audits of the consolidated financial
position of the Company as of December 31, 1996 and 1995 and the consolidated
results of its operations and its cash flows for the years ended December 31,
1996 and 1995 and for the period May 26, 1994 to December 31, 1994, the combined
results of operations and cash flows of The Beacon Group, predecessor to the
Company, for the period January 1, 1994 to May 25, 1994, and the related
financial statement schedules of the Company as of December 31, 1996.
We also consent to the incorporation by reference of our report dated September
5, 1997 on our audit of the statement of excess of revenues over specific
operating expenses of 200 W. Adams in Chicago, Illinois for the year ended
December 31, 1996 and of our report dated September 9, 1997 on our audit of the
statement of excess of revenues over specific operating expenses of the Civic
Opera House located at 20 North Wacker in Chicago, Illinois for the year ended
December 31, 1996, which reports were filed with the Securities and Exchange
Commission on the Form 8-K of the Company dated October 27, 1997.
We also consent to the incorporation by reference of our report dated May 29,
1997 on our audit of the statement of excess of revenues over specific operating
expenses of 225 Franklin Street in Boston, Massachusetts for the year ended
December 31, 1996, which report was filed with the Securities and Exchange
Commission on the Form 8-K of the Company dated June 4, 1997, as amended.
We also consent to the incorporation by reference of our report dated March 11,
1997 on our audit of the statement of excess of revenues over specific operating
expenses of 10880 Wilshire Boulevard in Westwood, California for the year ended
December 31, 1996, of our report dated March 18, 1997 on our audit of the
statement of excess of revenues over specific operating expenses of Centerpointe
in Fairfax, Virginia for the year ended December 31, 1996, and of our report
dated March 21, 1997 on our audit of the statement of excess of revenues over
specific operating expenses of Westbrook Corporate Center in Westchester,
Illinois for the year ended December 31, 1996, which reports were filed with the
Securities and Exchange Commission on the Form 8-K of the Company dated March
27, 1997, as amended on the Form 8-K/A of the Company on April 7, 1997, as
amended.
We also consent to the incorporation by reference of our report dated February
6, 1997 on our audit of the statement of excess of revenues over specific
operating expenses of Shoreline Technology Park in Mountain View, California for
the year ended December 31, 1995, of our report dated December 20, 1996 on our
audit of the statement of excess of revenues over specific operating expenses of
Lake Marriott Business Park in Santa Clara, California for the year ended
December 31, 1995, and of our report dated December 20, 1996 on our audit of the
statement of excess of revenues over specific operating expenses of President's
Plaza in Chicago, Illinois for the year ended December 31, 1995, which reports
were filed with the Securities and Exchange Commission on the Form 8-K of the
Company dated December 20, 1996, as amended.
<PAGE>
We also consent to the incorporation by reference of our audit report dated
September 27, 1996 on our audit of the statement of excess of revenues over
specific operating expenses of the Rosalyn Acquisitions in Rosslyn, Virginia for
the year ended December 31, 1995, of our report dated March 15, 1996 on our
audit of the statement of excess of revenues over specific operating expenses of
the New England Executive Park in Burlington, Massachusetts for the year ended
December 31, 1995, and of our report dated October 29, 1996 on our audit of the
statement of excess of revenues over specific operating expenses of 10960
Wilshire Boulevard in Westwood, California for the year ended December 31, 1995,
which reports were filed with the Securities and Exchange Commission on the Form
8-K of the Company dated October 18, 1996, as amended.
We also consent to the incorporation by reference of our report dated April 19,
1996 on our audit of the statement of excess of revenues over specific operating
expenses of Fairfax County Portfolio in Tysons Corner and Herndon, Virginia for
the year ended December 31, 1995, of our report dated July 3, 1996 on our audit
of the statement of excess of revenues over specific operating expenses of 1333
H Street in Washington, DC for the year ended December 31, 1995, of our report
dated July 8, 1996 on our audit of the statement of excess of revenues over
specific operating expenses of AT&T Plaza in Oak Brook, Illinois for the year
ended December 10, 1995, and of our report dated July 8, 1996 on our audit of
the statement of excess of revenues over specific operating expenses of
Tri-State International in Lincolnshire, Illinois for the year ended December
31, 1995, which reports were filed with the Securities and Exchange Commission
on the Form 8-K of the Company dated July 23, 1996, as amended on the Form
8-K/A of the Company dated August 6, 1996.
We also consent to the incorporation by reference of our report dated February
14, 1996 on our audit of the statement of excess of revenues over specific
operating expenses of Perimeter Center in Atlanta, Georgia for the year ended
December 31, 1995, which report was filed with the Securities and Exchange
Commission on the Form 8-K of the Company dated February 15, 1996, as amended.
We also consent to the reference to our Firm under the caption "Experts" in such
Registration Statement.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
November 7, 1997
