As filed with the Securities and Exchange Commission on June 8, 2000.
Registration Statement No. 333-______
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, Suite 600
Raleigh, North Carolina 27604
(Address of principal executive offices, including zip code)
HIGHWOODS PROPERTIES, INC.
2000 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Mack D. Pridgen III
Vice President and General Counsel
Highwoods Properties, Inc.
3100 Smoketree Court, Suite 600
Raleigh, North Carolina 27604
(919) 872-4924
(Name, address and telephone number of agent for service)
Calculation Of Registration Fee
<TABLE>
<CAPTION>
Title of Securities Proposed Maximum Proposed Maximum Amount of
to be registered Amount to be Offering Aggregate Offering Registration
Registered Price Per Unit(1)(2) Price(2) Fee(3)
<S> <C> <C> <C> <C>
common stock, par value 500,000 shares $23.875 $11,937,500 $3,152
($0.01 per share)
</TABLE>
(1) Offering prices vary in relation to the market price of the registrant's
common stock. This offering is made pursuant to an employee benefit plan that
provides the offering price will be the lesser of 85% of the average of the
closing price for the registrant's common stock on the New York Stock Exchange
for the five trading days ending on (i) the first day of the calendar quarter or
(ii) the last day of the calendar quarter in which the common stock is offered.
(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 June 7, 2000.
(3) See explanatory note below.
<PAGE>
EXPLANATORY NOTE
Highwoods Properties files this registration statement on Form S-8 with respect
to its recently adopted Highwoods Properties, Inc. 2000 Employee Stock Purchase
Plan. The 2000 Employee Stock Purchase Plan replaces the Highwoods Properties,
Inc. 1997 Employee Stock Purchase Plan, with respect to which Highwoods
Properties filed, on June 20, 1997, a registration statement on Form S-8
(registration no. 333-29763). Concurrently with its filing of this registration
statement, Highwoods Properties is filing a post-effective amendment to
registration no. 333-29763 to deregister 434,047 of the 500,000 shares of common
stock originally registered on registration no. 333-29763. Pursuant to
Instruction E of Form S-8, registration no. 333-29763 is incorporated by
reference into this registration statement, and Highwoods Properties carries
forward to this registration statement the 434,047 deregistered shares and
$3,152 of the $4,414.78 filing fee paid in connection with registration no.
333-29763. With this registration statement, Highwoods Properties is registering
65,953 shares in addition to the 434,047 shares carried forward from
registration no. 333-29763, for a total of 500,000 shares.
<PAGE>
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 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:
1. The registrant's annual report on Form 10-K for the year ended
December 31, 1999 (as amended on May 19, 2000);
2. The registrant's quarterly report filed on Form 10-Q for the
quarter ended March 31, 2000;
3. The description of the common stock of the registrant included in
the registrant's registration statement on Form 8-A, dated May 16,
1994.
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 that indicates that all securities offered hereunder
have been sold or that 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 that 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.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable.
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<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The registrant's officers and directors are and will be indemnified
against certain liabilities in accordance with the Maryland General Corporation
Law ("MGCL"), the articles of incorporation and bylaws of the registrant and the
partnership agreement of Highwoods Realty Limited Partnership, which is the
North Carolina limited partnership through which the registrant conducts its
business. The articles of incorporation require the registrant 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 reason 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 partnership agreement of Highwoods Realty Limited Partnership also
provides for indemnification of the registrant and its officers and directors to
the same extent indemnification is provided to officers and directors of the
registrant in its articles of incorporation and limits the liability of the
registrant and its officers and directors to Highwoods Realty Limited
Partnership and its partners to the same extent liability of officers and
directors of the registrant to the registrant and its stockholders is limited
under the registrant's articles of incorporation.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit No. Description
----------- -----------
5.1 Opinion of Alston & Bird LLP regarding the legality of the
shares of Common Stock being registered
23.1 Consent of Alston & Bird LLP (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
99.1 Highwoods Properties, Inc. 2000 Employee Stock Purchase Plan
ITEM 9. UNDERTAKINGS
(a) 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:
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<PAGE>
(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 this 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 this
registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in this registration statement or any material change to such
information in this registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above 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 this 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
being 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 (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 this
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 registrant's articles of
incorporation, bylaws, 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.
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<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 June 8, 2000.
HIGHWOODS PROPERTIES, INC.
By: /s/ Ronald P. Gibson
--------------------
Ronald P. Gibson
President
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 June 8, 2000
------------------------------------
O. Temple Sloan, Jr.
/s/Ronald P. Gibson President, Chief Executive Officer and Director June 2, 2000
------------------------------------
Ronald P. Gibson
Vice Chairman of the Board of Directors and Chief
/s/John L. Turner Investment Officer June 8, 2000
------------------------------------
John L. Turner
/s/Gene H. Anderson Senior Vice President and Director June 8, 2000
------------------------------------
Gene H. Anderson
/s/Kay Nichols Callison Director June 5, 2000
------------------------------------
Kay Nichols Callison
/s/James R. Heistand Director June 6, 2000
------------------------------------
James R. Heistand
/s/Thomas W. Adler Director June 8, 2000
------------------------------------
Thomas W. Adler
/s/William E. Graham, Jr. Director June 8, 2000
------------------------------------
William E. Graham, Jr.
/s/L. Glenn Orr, Jr. Direcr June 8, 2000
------------------------------------
L. Glenn Orr, Jr.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/Willard H. Smith, Jr. Director June 8, 2000
-------------------------------------------
Willard H. Smith, Jr.
/s/Carman J. Liuzzo Vice President, Chief Financial Officer and June 2, 2000
------------------------------------ Treasurer (Principal Accounting Officer)
Carman J. Liuzzo
</TABLE>
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<PAGE>
Exhibit Index
Exhibit No. Description
----------- -----------
5.1 Opinion of Alston & Bird LLP regarding the legality of the
shares of Common Stock being registered
23.1 Consent of Alston & Bird LLP (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
99.1 Highwoods Properties, Inc. 2000 Employee Stock Purchase Plan
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