<PAGE>
As filed with the Securities and Exchange Commission on July 16, 1997
File No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------
SECURITY CAPITAL ATLANTIC INCORPORATED
(Exact name of registrant as specified in its charter)
MARYLAND 85-0415503
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
Six Piedmont Center 30305
Atlanta, Georgia (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code:
(404) 237-9292
SECURITY CAPITAL ATLANTIC INCORPORATED
1997 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
Jeffrey A. Klopf
Secretary
Six Piedmont Center
Atlanta, Georgia 30305
(404) 237-9292
(Agent for Service)
-----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Proposed Proposed
Maximum Maximum
Title of Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share* Offering Price* Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share (including 3,000,000 Shares $22.875 $68,625,000 $20,796
related preferred share
purchase rights)
====================================================================================================================================
* Estimated solely for the purpose of computing the registration fee on the basis of the average of the high and low prices for the
Common Shares as reported on the New York Stock Exchange on July 14, 1997.
====================================================================================================================================
</TABLE>
<PAGE>
Part II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 3. Incorporation of documents by reference.
The following documents, which have heretofore been filed by Security Capital
Atlantic Incorporated (the "Company" or "Registrant") with the Securities and
Exchange Commission (File No. 1-12303) are incorporated by reference herein and
shall be deemed to be a part hereof:
(a) Form 10-K for the year ended December 31, 1996;
(b) Form 10-Q for the quarter ended March 31, 1997;
(c) Form 8-K filed January 27, 1997 and March 26, 1997; and
(d) The description of the Company's Common Shares (including the
related preferred share purchase rights) contained in the
Company's registration statement on Form 8-A, as amended;
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), 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 shall be deemed a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the issuance of the Common Shares registered hereunder will be
passed upon for the Company by the law firm of Mayer, Brown & Platt, Chicago,
Illinois. Mayer, Brown & Platt has represented and is currently representing the
Company and certain of its affiliates.
Item 6. Indemnification of Directors and Officers.
Maryland law permits a Maryland corporation to include in its charter a
provision limiting the liability of its directors and officers to the
corporation and its stockholders for money damages except for liability
resulting from (a) actual receipt of an improper benefit of profit in money,
property or services or (b) active and deliberate dishonesty established by a
final judgment as being material to the cause of action. The Registrant's
Charter contains such a provision which eliminates such liability to the maximum
extent permitted by Maryland law.
The Registrant's officers and Directors are and will be indemnified under the
Registrant's charter against certain liabilities. The Registrant's charter
provides that the Registrant will, to the maximum extent permitted by Maryland
law in effect from time to time, indemnify and pay or reimburse reasonable
expenses in advance of final disposition of a proceeding to (a) any individual
who is a present or former Director or officer of the Registrant or (b) any
individual who, while a Director or officer of the Registrant and at the request
of Registrant, serves or has served another corporation, partnership, joint
venture, trust, employee benefit plan or any other enterprise as a director,
officer, partner or trustee of such corporation, partnership, joint venture,
employee benefit plan or other enterprise.
II-1
<PAGE>
The Registrant has the power, with the approval of the Registrant's Board of
Directors, to provide such indemnification and advancement of expenses to a
person who served a predecessor of the Registrant in any of the capacities
described in (a) or (b) above and to any employee or agent of the Registrant or
its predecessors.
Maryland law requires a corporation (unless its charter provides otherwise,
which the Registrant's charter does not) to indemnify a director or officer who
has been successful, on the merits or otherwise, in the defense of any
proceeding to which he or she is made a party by reason of his or her service in
that capacity. Maryland law permits a corporation to indemnify its present and
former 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 (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
the case of any criminal proceeding, the director or officer had reasonable
cause to believe that the act or omission was unlawful. However, a Maryland
corporation may not indemnify for an adverse judgment in a suit by or in the
right of the corporation. Maryland law permits the Registrant to advance
reasonable expenses to a Director or officer upon the Registrant's receipt of
(a) a written affirmation by the Director or officer of his or her good faith
belief that he or she has met the standard of conduct necessary for
indemnification by the Registrant as authorized by the Registrant's Bylaws and
(b) a written statement by or on his or her behalf to repay the amount paid or
reimbursed by the Registrant if it shall ultimately be determined that the
standard of conduct was not met.
The Registrant has entered into indemnity agreements with each of its officers
and Directors which provide for reimbursement of all expenses and liabilities of
such officer or Director, arising out of any lawsuit or claim against such
officer or Director due to the fact that he or she was or is serving as an
officer or Director, except for such liabilities and expenses (a) the payment of
which is judicially determined to be unlawful, (b) relating to claims under
Section 16(b) of the Securities Exchange Act of 1934 or (c) relating to
judicially determined criminal violations.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Index to Exhibits.
Item 9. Undertakings.
A. Rule 415 Offering.
-----------------
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:
(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;
II-2
<PAGE>
(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 registration statement is on Form S-3 or Form
S-8, and 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 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. Filings Incorporating Subsequent Exchange Act Documents by Reference.
--------------------------------------------------------------------
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 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.
C. Indemnification of Directors and Officers.
-----------------------------------------
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 provisions of the registrant's charter or by-laws 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 Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-3
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Constance B.
Moore, James C. Potts, William Kell, Jeffrey A. Klopf, Ariel Amir, Edward J.
Schneidman and Michael T. Blair and each of them singly, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this registration statement, to sign a registration statement filed with the
Securities and Exchange Commission pursuant to Rule 462(b) promulgated under the
Securities Act of 1933 and any and all amendments thereto, and to file the same,
with all exhibits thereto, and any and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform
any and all acts and things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or his substitute or nominee, may lawfully do or cause
to be done by virtue hereof.
II-4
<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 Atlanta, State of Georgia, on July 16, 1997.
SECURITY CAPITAL ATLANTIC INCORPORATED
By/s/ Constance B. Moore
-------------------------------------
Constance B. Moore
Co-Chairman and Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ JAMES C. POTTS. Co-Chairman, Chief Investment Officer July 16, 1997
- ------------------------ and Director
James C. Potts
/s/ CONSTANCE B. MOORE Co-Chairman, Chief Operating Officer July 16, 1997
- ------------------------ and Director
Constance B. Moore
/s/ WILLIAM KELL Vice President and Controller July 16, 1997
- ------------------------ (Principal Financial and Accounting Officer)
William Kell
/s/ M.A. GARCIA III Director July 16, 1997
- ------------------------
M.A. Garcia III
/s/ NED S. HOLMES Director July 16, 1997
- ------------------------
Ned S. Holmes
/s/ JOHN M. RICHMAN Director July 16, 1997
- ------------------------
John M. Richman
</TABLE>
II-5
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit
Number Description of Document
- ------ -----------------------
4.1 Second Amended and Restated Articles of Incorporation of ATLANTIC
(incorporated by reference to Exhibit 4.1 to ATLANTIC's Form S-11
Registration Statement (File No. 333-07071; the "ATLANTIC S-11"))
4.2 Articles of Amendment to Second Amended and Restated Articles of
Incorporation of ATLANTIC (incorporated by reference to Exhibit 4.2 to
the ATLANTIC S-11)
4.3 Articles of Amendment to Second Amended and Restated Articles of
Incorporation of ATLANTIC (incorporated by reference to Exhibit 4.3 to
the ATLANTIC S-11)
4.4 Articles Supplementary to Second Amended and Restated Articles of
Incorporation (incorporated by reference to Exhibit 4.4 to ATLANTIC's
Form 10-K for the year ended December 31, 1996 (File No. 1-12303, the
"ATLANTIC 10-K"))
4.5 Second Amended and Restated Bylaws of ATLANTIC (incorporated by
reference to Exhibit 4.4 to the ATLANTIC S-11)
4.6 Rights Agreement, dated as of March 12, 1996, between ATLANTIC and The
First National Bank of Boston, as Rights Agent, including form of
Rights Certificate (incorporated by reference to Exhibit 4.5 to the
ATLANTIC S-11)
4.7 Security Capital Atlantic 1997 Long-Term Incentive Plan (incorporated
by reference to Annex II to the Security Capital Group Incorporated
Registration Statement on Form S-1 (File No. 333-26263))
5 Opinion of Mayer, Brown & Platt
15 Letter regarding unaudited interim financial information
23.1 Consent of Mayer, Brown & Platt (included in its opinion filed as
Exhibit 5 hereto)
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney (included on page II-4)
<PAGE>
EXHIBIT 5
July 15, 1997
Security Capital Atlantic Incorporated
Six Piedmont Center
Atlanta, Georgia 30305
Re: Registration Statement on Form S-8
1997 Long-Term Incentive Plan
Ladies and Gentlemen:
We have acted as counsel to Security Capital Atlantic Incorporated, a
Maryland corporation ("ATLANTIC" or the "Company"), in connection with the
proceedings (the "Company Proceedings") taken and to be taken relating to the
registration by the Company of an aggregate of 3,000,000 of its common shares,
par value $.01 per share (the "Common Shares"), with the Securities and Exchange
Commission (the "SEC") in connection with the Company's 1997 Long-Term Incentive
Plan (the "Plan"). We have also participated in the preparation and filing with
the SEC under the Securities Act of 1933, as amended, of a registration
statement on Form S-8 (the "Registration Statement") relating to the Common
Shares.
As counsel to ATLANTIC, we have examined originals or copies certified
to our satisfaction of the Company's Second Amended and Restated Articles of
Incorporation, as amended, and Second Amended and Restated Bylaws, resolution of
the Board of Directors and such other Company records, instruments, certificates
and documents and such questions of law as we considered necessary or
appropriate to enable us to express this opinion. As to certain facts material
to our opinion, we have relied, to the extent we deem such reliance proper, upon
certificates of public officials and officers of ATLANTIC. In rendering this
opinion, we have assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals and the conformity to authentic
original documents of photostatic copies.
Based upon and subject to the foregoing and to the assumptions,
limitations and conditions set forth herein, we are of the opinion that, upon
completion of the Company Proceedings, the Common Shares will have been validly
issued and delivered in accordance with the Company Proceedings and the Plan,
the Common Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ MAYER, BROWN & PLATT
<PAGE>
Exhibit 15
July 15, 1997
Shareholders and Board of Directors
Security Capital Atlantic Incorporated
We are aware of the incorporation by reference in the Registration Statement on
Form S-8 of Security Capital Atlantic Incorporated pertaining to the Security
Capital Atlantic Incorporated 1997 Long-Term Incentive Plan of our report dated
April 24, 1997, except for Note 6, as to which the date is May 1, 1997,
relating to the unaudited condensed interim financial statements of Security
Capital Atlantic Incorporated that are included in its Form 10-Q for the quarter
ended March 31, 1997.
Pursuant to Rule 436(c) of the Securities Act of 1933 our reports are not a part
of the registration statement prepared or certified by accountants within the
meaning of Section 7 or 11 of the Securities Act of 1993.
/s/ Ernst & Young LLP
Ernst & Young LLP
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Security Capital Atlantic Incorporated 1997 Long-Term
Incentive Plan of our report dated February 3, 1997 with respect to the
financial statements and schedule of Security Capital Atlantic Incorporated
included in its Annual Report (Form 10K) for the year ended December 31, 1996
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Dallas, Texas
July 15, 1997
