Exhibit Index begins on sequential page number: 8
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
HIGHWOODS PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
Maryland 56-1869557
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
3100 Smoketree Court 27604
Suite 600 (Zip Code)
Raleigh, North Carolina
(Address of principal
executive offices)
----------------------
HIGHWOODS PROPERTIES, INC.
AMENDED AND RESTATED 1994 STOCK OPTION PLAN
(Full title of the plan)
----------------------
Ronald P. Gibson Copy to:
President Brad S. Markoff
Highwoods Properties, Inc. Smith Helms Mulliss & Moore, L.L.P.
3100 Smoketree Court, Suite 600 2800 Two Hannover Square
Raleigh, North Carolina 27604 Raleigh, North Carolina 27601
(919) 872-4924 (919) 755-8700
(Name, address and telephone number of agent for service)
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
registered Registered Offering Price Per Unit(1) Aggregate Offering Price(2) Registration Fee
<S> <C> <C> <C> <C>
Common Stock, par value
$0.01 per share............. 1,397,000 shares $29.375 $41,036,875 $14,151
</TABLE>
- ---------------------------
(1) Offering prices vary with the market price of the Registrant's Common
Stock.
(2) Computed pursuant to Rule 457(h) under the Securities Act of 1933 (as
amended) solely for the purpose of calculating the registration fee on
the basis of the average of the high and low prices of the Registrant's
Common Stock reported on the New York Stock Exchange on September 12,
1996.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents constituting the Prospectus of Highwoods Properties, Inc.
(the "Registrant") with respect to this Registration Statement in accordance
with Rule 428 promulgated pursuant to the Securities Act of 1933, as amended
(the "Securities Act"), are kept on file at the offices of the Registrant. The
Registrant will provide without charge to participants in the Highwoods
Properties, Inc. Amended and Restated 1994 Stock Option Plan (the "Plan"), on
the written or oral request of any such person, a copy of any or all of the
documents constituting the Prospectus. Written requests for such copies should
be directed to Investor Relations, Highwoods Properties, Inc., 3100 Smoketree
Court, Suite 600, Raleigh, North Carolina 27604. Telephone requests may be
directed to (919) 872-4924.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") (File No. 1-13100) pursuant to the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference herein and in the Prospectus constituting a part of
this Registration Statement:
a. The Company's Annual Report on Form 10-K for the year ended
December 31, 1995 (as amended on Form 10-K/A on June 3, 1996
and June 18, 1996);
b. The description of the Common Stock of the Company included in
the Company's Registration Statement on Form 8-A, dated May 16,
1994;
c. The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996 (as amended on Form 10-Q/A on June 3, 1996
and June 18, 1996) and June 30, 1996; and
d. The Company's Current Reports on Form 8-K, dated July 12, 1995
(as amended on Form 8-K/A on September 7, 1995 and June 3, 1996
and June 18, 1996), December 18, 1995, April 1, 1996 (as
amended on Form 8-K/A on June 3, 1996 and June 18, 1996), and
April 29, 1996 (as amended on Form 8-K/A on June 3, 1996 and
June 18, 1996).
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing such reports and documents.
For purposes of this registration statement, any statement contained in
a report, document or appendix incorporated, or deemed to be incorporated, by
reference in this registration statement shall be deemed to be modified or
superseded to the extent that a statement contained in this registration
statement or in any subsequently filed report, document or appendix, which also
is or is deemed incorporated by reference, modifies or supersedes such statement
in such report, document or appendix. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this registration statement.
The Registrant will provide without charge to each person to whom the
Prospectus constituting a part of this Registration Statement is delivered, on
the written or oral request of any such person, a copy of any or all of the
documents incorporated herein and in the Prospectus by reference (other than
exhibits to such documents which are not specifically incorporated by reference
in such documents). Written requests for such copies should be directed to
Investor Relations, Highwoods Properties, Inc., 3100 Smoketree Court, Suite 600,
Raleigh, North Carolina 27604. Telephone requests may be directed to
(919) 872-4924.
1
<PAGE>
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 Company's officers and directors are and will be indemnified
against certain liabilities in accordance with the Maryland General Corporations
Law (the "MGCL"), the Articles of Incorporation and bylaws of the Company and
the Partnership Agreement of Highwoods/Forsyth Limited Partnership (the
"Operating Partnership Agreement"). The Articles of Incorporation require the
Company to indemnify its directors and officers to the fullest extent permitted
from time to time by the MGCL. The MGCL permits a corporation to indemnify its
directors and officers, among others, 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 reasons of their service in
those or other capacities unless it is established that the act or omission of
the director or officer was material to the matter giving rise to the proceeding
and was committed in bad faith or was the result of active and deliberate
dishonesty, or the director or officer actually received an improper personal
benefit in money, property or services, or in the case of any criminal
proceeding, the director or officer had reasonable cause to believe that the act
or omission was unlawful.
The Operating Partnership Agreement also provides for indemnification
of the Company and its officers and directors to the same extent indemnification
is provided to officers and directors of the Company in its Articles of
Incorporation and limits the liability of the Company and its officers and
directors to the Operating Partnership and its partners to the same extent
liability of officers and directors of the Company to the Company and its
stockholders is limited under the Company's Articles of Incorporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith:
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
5.1 Opinion of Smith Helms Mulliss & Moore L.L.P. regarding the legality of the shares of Common
Stock being registered
23.1 Consent of Smith Helms Mulliss & Moore L.L.P. (included in Exhibit 5.1)
23.2 Consent of Ernst & Young, LLP
23.3 Consent of Deloitte & Touche, LLP
23.4 Consent of KPMG Peat Marwick LLP
23.5 Consent of Price Waterhouse, LLP
24.1 Powers of Attorney (included on the signature page to the Registration Statement)
99.1 Highwoods Properties, Inc. Amended and Restated 1994 Stock Option Plan (incorporated by reference
to Exhibit 10.7 to the Registrant's Annual Report on Form 10-K for the year ended December 31,
1995)
</TABLE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
2
<PAGE>
(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. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar
value of securities offered would not exceed
that which was registered) and any deviation
from the low or high end of the estimated
maximum offering range may be reflected in
the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and
price represent no more than a 20 percent
change in the maximum aggregate offering
price set forth in the "Calculation of
Registration Fee" table in the effective
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 (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 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.
(b) 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, 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.
(c) 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.
3
<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 Raleigh, State of North Carolina, on September 16,
1996.
Highwoods Properties, Inc.
(Registrant)
By: /s/ RONALD P. GIBSON
Ronald P. Gibson
President
--------------------------
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of Highwoods Properties, Inc. hereby severally constitute Ronald P.
Gibson and Carman J. Liuzzo 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 Highwoods Properties, Inc. 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 signature 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 date indicated.
<TABLE>
<CAPTION>
Name Title Date
<S> <C> <C>
/s/ O. TEMPLE SLOAN, JR. Chairman of the Board of Directors September 16, 1996
- ------------------------------------------
O. Temple Sloan, Jr.
/s/ RONALD P. GIBSON President, Chief Executive Officer and September 16, 1996
- --------------------------------------------
Ronald P. Gibson Director
/s/ WILLIAM T. WILSON, III Executive Vice President and Director September 16, 1996
- --------------------------------------------
William T. Wilson, III and Chief Operating Officer
/s/ JOHN L. TURNER Vice Chairman of the Board of Directors September 16, 1996
- --------------------------------------------
John L. Turner
/s/ JOHN W. EAKIN Vice President and Director September 16, 1996
- --------------------------------------------
John W. Eakin
/s/ THOMAS S. SMITH Vice President and Director September 16, 1996
- --------------------------------------------
Thomas S. Smith
4
<PAGE>
/s/ THOMAS W. ADLER Director September 16, 1996
- ------------------------------------------
Thomas W. Adler
/s/ WILLIAM E. GRAHAM, JR. Director September 16, 1996
- ---------------------------------------
William E. Graham
/s/ ROBERT L. KIRBY Director September 16, 1996
- --------------------------------------------
Robert L. Kirby
/s/ L. GLENN ORR, JR. Director September 16, 1996
- --------------------------------------------
L. Glenn Orr, Jr.
/s/ WILLARD H. SMITH, JR. Director September 16, 1996
- -----------------------------------------
Willard H. Smith, Jr.
/s/ STEPHEN TIMKO Director September 16, 1996
- --------------------------------------------
Stephen Timko
/s/ CARMAN J. LIUZZO Vice President, Chief Financial Officer September 16, 1996
- --------------------------------------------
Carman J. Liuzzo and Treasurer (Principal Accounting
</TABLE>
Officer)
5
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
EXHIBITS
FILED WITH
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
HIGHWOODS PROPERTIES, INC.
AMENDED AND RESTATED 1994 STOCK OPTION PLAN
<PAGE>
Exhibit Index
<TABLE>
<CAPTION>
Page
Exhibit No.
<S> <C> <C>
5.1 Opinion of Smith Helms Mulliss & Moore L.L.P. regarding the legality of the shares of
Common Stock being registered
23.1 Consent of Smith Helms Mulliss & Moore L.L.P. (included in Exhibit 5.1)
23.2 Consent of Ernst & Young, LLP
23.3 Consent of Deloitte & Touche, LLP
23.4 Consent of KPMG Peat Marwick LLP
23.5 Consent of Price Waterhouse, LLP
24.1 Powers of Attorney (included on the signature page to the Registration Statement)
99.1 Highwoods Properties, Inc. Amended and Restated 1994 Stock Option Plan (incorporated
by reference to Exhibit 10.7 to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1995)
</TABLE>
<PAGE>
EXHIBIT 5.1
September 16, 1996
Highwoods Properties, Inc.
3100 Smoketree Court, Suite 600
Raleigh, North Carolina 27604
RE: REGISTRATION STATEMENT ON FORM S-8
1,400,000 SHARES OF COMMON STOCK, $0.01 PAR VALUE
AMENDED AND RESTATED 1994 STOCK OPTION PLAN
Ladies and Gentlemen:
In connection with the possible offering and sale from time to time of
up to 1,397,000 shares of the common stock, $0.01 par value per share (the
"Shares"), of Highwoods Properties, Inc. (the "Corporation"), upon the terms and
conditions set forth in the Registration Statement on Form S-8 (the
"Registration Statement"), filed on September 16, 1996 by the Corporation with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, and the prospectus constituting a part thereof (the "Prospectus"), we
are of the opinion that when (a) the Registration Statement shall become
effective and (b) the Shares have been sold upon the terms and conditions set
forth in the Registration Statement and the Prospectus, the Shares will be
validly authorized and legally issued, fully paid and nonassessable.
We hereby consent (1) to be named in the Registration Statement and in
the Prospectus as attorneys who will pass upon the legality of the Shares and
(2) to the filing of a copy of this opinion as Exhibit 5.1 to the Registration
Statement.
Very truly yours,
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 No. 333-________ of Highwoods Properties, Inc. of our
reports (a) dated February 2, 1996 with respect to the consolidated financial
statements and schedule of Highwoods Properties, Inc., included in its Annual
Report (Form 10-K) for the year ended December 31, 1995 (as amended on Form
10-K/A dated June 3, 1996 and June 18, 1996) and (b) dated January 16, 1996 with
respect to the audited Statement of Revenue and Certain Expenses of TBC Parkway
Plaza, Inc. for the year ended December 31, 1994, included in its Current Report
on Form 8-K dated December 18, 1995, (c) dated July 18, 1995 with respect to the
Audited Combined Statement of Revenue and Certain Expenses of the Acquired
Properties for the year ended December 31, 1994, included in its Current Report
on Form 8-K dated July 12, 1995 (as amended on Form 8-K/A on September 6, 1995
and June 3, 1996), (d) dated April 17, 1996 with respect to the combined audited
financial statements and schedule of Eakin & Smith for the year ended December
31, 1995 included in its Current Report on Form 8-K/A dated April 1, 1996 as
amended on June 3, 1996 and June 18, 1996 and (e) dated February 26, 1996 with
respect to the audited Historical Summary of Gross Income and Direct Operating
Expenses for certain properties owned by Towermarc Corporation for the year
ended December 31, 1995 included in its Current Report on Form 8-K/A dated April
29, 1996 as amended on June 3, 1996 and June 18, 1996, all filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Raleigh, North Carolina
September 16, 1996
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the registration
statement (No. 333-_______) on Form S-8 of Highwoods Properties, Inc. of our
report dated February 21, 1995, with respect to the combined financial
statements of Southeast Realty Corp., AP Southeast Portfolio Partners, L.P. and
AP Fontaine III Partners, L.P. for the year ended December 31, 1994, and of our
report dated February 10, 1995, on the financial statements of AP Fontaine III
Partners, L.P. for the period from October 28, 1993 (date of inception) to
December 31, 1993, which report appears in the Form 8-K/A of Highwoods
Properties, Inc. dated April 29, 1996, as amended on June 3, 1996 and June 18,
1996.
DELOITTE & TOUCHE, LLP
Dallas, Texas
September 16, 1996
<PAGE>
EXHIBIT 23.4
ACCOUNTANT'S CONSENT
THE BOARD OF DIRECTORS
HIGHWOODS PROPERTIES, INC.
We consent to the incorporation by reference in the registration
statements (No. 333- _______) on Form S-8 of Highwoods Properties, Inc. of our
report dated March 4, 1996, with respect to the consolidated balance sheet of
Crocker Realty Trust, Inc. as of December 31, 1995 and the related consolidated
statements of operations, stockholders' equity and cash flows for the year ended
December 31, 1995, and our report dated February 3, 1995 with respect to the
balance sheets of Crocker Realty Investors, Inc. as of December 31, 1994 and
1993, and the related statements of operations, stockholders' equity and cash
flows for the years then ended, and our report dated February 23, 1995 with
respect to the balance sheet of Crocker & Sons, Inc. as of December 31, 1994,
and the related statements of operations, stockholders' equity and cash flows
for the year then ended which reports appear in the Form 8-K/A of Highwoods
Properties, Inc. dated April 29, 1996, as amended on June 3, 1996 and June 18,
1996.
KPMG PEAT MARWICK, LLP
Fort Lauderdale, Florida
September 16, 1996
<PAGE>
EXHIBIT 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of Highwoods Properties, Inc. of our
report dated March 7, 1994 relating to the financial statements of AP Southeast
Portfolio Partners, L.P. which appears on page F-13 in the Form 8-K/A of
Highwoods Properties, Inc. dated April 29, 1996, as amended June 3, 1996 and
June 18, 1996.
PRICE WATERHOUSE LLP
Dallas, Texas
September 16, 1996
<PAGE>
