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Registration No. 333-_______________
As filed with the Securities and Exchange Commission on April 28, 1997
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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
(State or Other Jurisdiction of Incorporation or Organization)
85-0415503
(I.R.S. Employer Identification No.)
Six Piedmont Center, Atlanta, Georgia 30305
(Address of Principal Executive Offices) (Zip Code)
SECURITY CAPITAL ATLANTIC INCORPORATED
SHARE OPTION PLAN FOR OUTSIDE DIRECTORS
(Full Title of the Plan)
Jeffrey A. Klopf, Secretary
Security Capital Atlantic Incorporated
Six Piedmont Center
Atlanta, Georgia 30305
(Name and Address of Agent for Service)
(404) 237-9292
(Telephone Number, including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
======================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to Be to Be Price Per Offering Registration
Registered Registered/1// Share/2// Price/2// Fee
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 100,000 Shares $21.55313 $2,155,313 $654
======================================================================================
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1/ Also registered hereby are an indeterminate number of additional shares of
Common Stock that may become issuable pursuant to the anti-dilution
provisions of the plan.
2/ In accordance with Rule 457(h)(1), the offering price of shares of Common
Stock currently subject to options was computed upon the basis of the
exercise price. The number of such shares and respective per share exercise
prices are as follows: 3,000 shares at $21.25. The offering price for the
remaining 97,000 shares for which options have not been awarded was
computed upon the basis of the average of the high and low sale prices of
the Common Stock reported on the New York Stock Exchange on April 24, 1997,
which was $21.5625.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have heretofore been filed by the 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) The registrant's Annual Report on Form 10-K for the year ended
December 31, 1996;
(b) The registrant's Current Reports on Form 8-K filed January 27, 1997
and March 26, 1997;
(c) The description of the registrant's Common Stock contained in the
registrant's registration statement on Form 8-A; and
(d) The description of the registrant's preferred share purchase rights
contained in the registrant's registration statement on Form 8-A.
All documents subsequently filed by the registrant 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 shares of Common Stock registered
hereunder will be passed upon for the registrant by the law firm of Mayer, Brown
& Platt, Chicago, Illinois. Mayer, Brown & Platt has represented and is
currently representing the registrant 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 the 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
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enterprise. 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 Exchange Act 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) 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, as amended (the "Securities Act");
(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;
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(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 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, 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, each filing of the
registrant's annual report pursuant to Section 13(a) or 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) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions of the registrant's charter or 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 Securities 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 Securities Act and will be
governed by the final adjudication of such issue.
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of Security Capital Atlantic
Incorporated, a Maryland corporation, and each of the undersigned directors and
officers of Security Capital Atlantic Incorporated, hereby constitutes and
appoints James C. Potts, Constance B. Moore, William Kell, Jeffrey A. Klopf,
Ariel Amir, Edward J. Schneidman and Michael T. Blair its, his or her true and
lawful attorneys-in-fact and agents, for it, him or her and in its, his or her
name, place and stead, in any and all capacities, with full power to act alone,
to sign any and all amendments to this registration statement (including post-
effective amendments thereto, and other documents in connection therewith), and
to file the same, with all exhibits thereto, and any and all documents in
connection therewith, with the Securities and Exchange Commission, hereby
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 and to all intents and
purposes as it, he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
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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 the 25th day of April,
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 indicated on the dates indicated.
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ JAMES C. POTTS Co-Chairman, Chief Investment April 25, 1997
- ------------------------ Officer and Director
James C. Potts
/s/ CONSTANCE B. MOORE Co-Chairman, Chief Operating April 25, 1997
- ------------------------ Officer and Director
Constance B. Moore
/s/ WILLIAM KELL Vice President and Controller April 25, 1997
- ------------------------ (Principal Financial and
William Kell Accounting Officer)
/s/ M. A. GARCIA III Director April 25, 1997
- ------------------------
M. A. Garcia III
/s/ NED S. HOLMES Director April 25, 1997
- ------------------------
Ned S. Holmes
/s/ JOHN M. RICHMAN Director April 25, 1997
- ------------------------
John M. Richman
</TABLE>
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EXHIBIT INDEX
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Exhibit Description
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<S> <C>
4.1 Security Capital Atlantic Incorporated Share Option Plan for Outside
Directors (incorporated by reference to Exhibit 10.7 to the
registrant's Form S-11 No. 333-07071).
4.2 First Amendment to Security Capital Atlantic Incorporated Share
Option Plan for Outside Directors (incorporated by reference to
Exhibit 10.8 to the registrant's Form S-11 No. 333-07071).
4.3 Second Amendment to Security Capital Atlantic Incorporated Share
Option Plan for Outside Directors.
4.4 Second Amended and Restated Articles of Incorporation of the
registrant (incorporated by reference to Exhibit 4.1 to the
registrant's Form S-11 No. 333-07071).
4.5 Articles of Amendment to Second Amended and Restated Articles of
Incorporation of the registrant (incorporated by reference to Exhibit
4.2 to the registrant's Form S-11 No. 333-07071).
4.6 Articles of Amendment to Second Amended and Restated Articles of
Incorporation of the registrant (incorporated by reference to Exhibit
4.3 to the registrant's Form S-11 No. 333-07071).
4.7 Articles Supplementary to Second Amended and Restated Articles of
Incorporation (incorporated by reference to Exhibit 4.4 to the
registrant's Form 10-K for the year ended December 31, 1996).
4.8 Second Amended and Restated Bylaws of the registrant (incorporated by
reference to Exhibit 4.4 to the registrant's Form S-11 No. 333-
07071).
4.9 Rights Agreement, dated as of March 12, 1996, between the registrant
and The First National Bank of Boston, as Rights Agent, including
form of Rights Certificate (incorporated by reference to Exhibit 4.5
to the registrant's Form S-11 No. 333-07071).
4.10 Form of stock certificate for shares of common stock of the
registrant (incorporated by reference to Exhibit 4.6 to the
registrant's Form S-11 No. 333-07071).
5 Opinion of Mayer, Brown & Platt as to the legality of the securities
registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Mayer, Brown & Platt (included in its opinion filed as
Exhibit 5 hereto).
24 Power of Attorney (included at page 5 hereof).
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Exhibit 4.3
AMENDMENT TO
SECURITY CAPITAL ATLANTIC INCORPORATED
SHARE OPTION PLAN FOR OUTSIDE DIRECTORS
WHEREAS, Security Capital Atlantic Incorporated maintains the Security
Capital Atlantic Incorporated Share Option Plan for Outside Directors (the
"Plan"); and
WHEREAS, amendment of the Plan is now deemed desirable;
NOW, THEREFORE, by virtue and in exercise of the amending authority
reserved to the undersigned Administrator pursuant to Section 11 of the Plan,
the Plan is hereby amended, effective as of October 1, 1996, by deleting
paragraph 9 of the Plan and substituting the following therefore:
"9. Adjustments Upon Changes in Capitalization. In the event of any
merger, consolidation, reorganization, recapitalization, spinoff, stock
dividend, stock split, reverse stock split, exchange or other distribution
with respect to Shares or other change in the corporate structure or
capitalization affecting the Shares, the type and number of Shares which
are or may be subject to options under the Plan and the terms of any
outstanding Options (including the exercise price at which outstanding
Options may be exercised) shall be equitably adjusted by the Administrator,
in its sole discretion, to preserve the value of benefits awarded or to be
awarded to Outside Directors under the Plan. Upon a merger or
consolidation in which the Company is not the surviving entity, the
Administrator may terminate each outstanding Option; provided, however, in
the event the Administrator elects to terminate outstanding Options, the
Optionee shall have the right immediately prior to such merger or
consolidation to exercise his or her Option in full even though such Option
would not otherwise be exercisable under the option vesting schedule, if
any.
"The grant of an Option pursuant to the Plan shall not affect in any
way the right or power of the Company to make adjustments,
reclassifications, reorganizations, spinoffs or changes of its capital or
business structure or to merge or to consolidate or to dissolve, liquidate
or sell, or transfer all or any part of its business or assets.
"Except as expressly provided by the terms of this Plan, the issue by
the Company of shares of stock of any class, or securities convertible into
shares of stock of any class, for cash or property or for labor or
services, either upon direct sale, upon the exercise of rights or warrants
to subscribe therefor or upon conversion of shares or obligations of the
Company convertible into such shares or other securities, shall not affect
Options under the Plan."
<PAGE>
IN WITNESS WHEREOF, the undersigned Administrator has caused this amendment
to be executed as of March 11, 1997.
By /s/ Jeffrey A. Klopf
---------------------------------------
Jeffrey A. Klopf, Administrator
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[LETTERHEAD OF MAYER, BROWN & PLATT]
Exhibit 5
April 28, 1997
The Board of Directors
Security Capital Atlantic Incorporated
Six Piedmont Center
Atlanta, Georgia 30305
Ladies and Gentlemen:
We have acted as counsel to Security Capital Atlantic Incorporated, a
Maryland corporation (the "Company"), in connection with the registration of
100,000 shares of the Company's common stock, par value $.01 per share (the
"Shares"), issuable pursuant to the Security Capital Atlantic Incorporated Share
Option Plan for Outside Directors (the "Plan"), on the Form S-8 Registration
Statement filed by the Company with the Securities and Exchange Commission on
the date hereof (the "Registration Statement").
As such counsel, we have examined originals or copies certified or
otherwise identified to our satisfaction of the Plan, the Company's Charter and
Bylaws, resolutions of the Company's Board of Directors and such other records,
certificates and documents and such questions of law as we considered necessary
or appropriate for purposes of this opinion. In rendering such 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 all documents submitted to us as copies.
Based upon and subject to the foregoing, we are of the opinion that the
Shares, when sold upon the exercise of options in accordance with the terms of
the Plan, will be duly authorized, legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to our firm in the Registration
Statement.
Very truly yours,
MAYER, BROWN & PLATT
By: /s/ Edward J. Schneidman
-------------------------------
Edward J. Schneidman
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Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Security Capital Atlantic Incorporated Share Option
Plan for Outside Directors to be filed on April 28, 1997 of our report dated
February 3, 1997, with respect to the financial statements at December 31, 1996
and 1995 and for each of the three years in the period ended December 31, 1996
and schedule as of December 31, 1996 of Security Capital Atlantic Incorporated,
included in its Annual Report (Form 10-K) for the year ended December 31, 1996,
filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Dallas, Texas
April 24, 1997
