Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
CALI REALTY CORPORATION
................................................................................
(Exact name of registrant as specified in its charter)
Maryland 22-3305147
.......................................... ....................
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11 Commerce Drive, Cranford, New Jersey 07016
(908) 272-8000
.......................................... .....................
(Address, including telephone number, of (Zip Code)
Principal Executive Offices)
THE EMPLOYEE STOCK OPTION PLAN AND
THE DIRECTOR STOCK OPTION PLAN
................................................................................
(Full title of the plan)
Copies to:
MR. THOMAS A. RIZK JONATHAN A. BERNSTEIN, ESQ.
Chief Executive Officer BLAKE HORNICK, ESQ.
Cali Realty Corporation Pryor, Cashman, Sherman & Flynn
11 Commerce Drive 410 Park Avenue
Cranford, New Jersey New York, New York 10022
(908) 272-8000 (212) 421-4100
- --------------------------------------------------------------------------------
(Names, addresses and telephone numbers of agents for service)
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to to be Offering Price Per Aggregate Registration
be Registered Registered * Share ** Offering Price Fee
- ------------- ------------ -------- -------------- ---
<S> <C> <C> <C> <C>
Common Stock 550,000 shares $28.125 $15,468,750.00 $4,687.50
($0.01 par value)
- -----------
* All of the securities registered hereby are issuable under the Plans.
This registration statement also includes 1,330,188 shares of Common
Stock, $.01 par value per share. A registration fee of $7,682.98 was
paid with respect to these shares with the filing of Registration
Statement No. 33-91822, on Form S-8, with the Securities and Exchange
Commission on May 2, 1995.
** Estimated, in accordance with Rule 457(c), solely for the purpose of
calculating the registration fee. The proposed Maximum Offering Price
per Share represents the average of the high and low prices as reported
by the New York Stock Exchange on December 16, 1996.
</TABLE>
<PAGE>
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EXPLANATORY NOTES
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Pursuant to General Instruction E of Form S-8, this registration
statement incorporates by reference Registration Statement No. 33-91822, on Form
S-8, filed with the Securities and Exchange Commission on May 2, 1995, a
post-effective amendment to which was filed on September 29, 1995.
Included on the immediately following pages is a "reoffer prospectus"
for use by certain selling shareholders in connection with the reoffer and
resale of restricted securities pursuant to the Company's Employee Stock Option
Plan and Director Stock Option Plan.
<PAGE>
================================================================================
PROSPECTUS
================================================================================
1,880,188 Shares
CALI REALTY CORPORATION
Common Stock
------
All of the 1,880,188 shares of common stock, $.01 par value per share
(the "Common Stock"), of Cali Realty Corporation and its subsidiaries (the
"Company") registered hereby are registered for the account of the shareholders
described herein (the "Selling Shareholders"). See "Selling Shareholders." The
Company will not receive any proceeds from the sale of such Common Stock by the
Selling Shareholders. The 1,880,188 shares of Common Stock registered hereby are
referred to herein as the "Selling Shareholder Shares." All of the Selling
Shareholder Shares are issuable upon the exercise of options granted as of the
date hereof.
Shares of Common Stock may be sold from time to time by the Selling
Shareholders, or by pledgees, donees, transferees or other successors in
interest. Such sales may be made on the New York Stock Exchange (the "NYSE") or
other exchanges on which the Common Stock is then traded, in the
over-the-counter market, or otherwise at prices and at terms then prevailing or
at prices related to the then current market price, or in negotiated
transactions. The Selling Shareholder Shares may be sold in one or more of the
following transactions: (a) a block trade in which the broker or dealer so
engaged will attempt to sell the Selling Shareholder Shares as agent but may
position and resell a portion of the block as principal to facilitate the
transaction; (b) purchases by a broker or dealer as principal and resale by the
broker or dealer for its account pursuant to this Prospectus; (c) an exchange
distribution in accordance with the rules of the exchange; and (d) ordinary
brokerage transactions and transactions in which the broker solicits purchasers.
In effecting sales, brokers or dealers engaged by the Selling Shareholders may
arrange for the other brokers or dealers to participate. Brokers or dealers may
receive commissions or discounts from Selling Shareholders in amounts to be
negotiated immediately prior to the sale. These brokers or dealers and any other
participating brokers or dealers, as well as certain pledgees, donees,
transferees and other successors in interest, may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act"), in connection with the sales. In addition, any securities covered by this
Prospectus that qualify for sale pursuant to Rule 144 under the Securities Act
may be sold under Rule 144 rather than pursuant to this Prospectus.
The aggregate proceeds to the Selling Shareholders from the sale of the
Selling Shareholder Shares will be the purchase price of the Selling Shareholder
Shares sold less the aggregate agents' commissions and underwriters' discounts,
if any. By agreement, the Company will pay substantially all of the expenses
incident to the registration of the Selling Shareholder Shares, except for
selling commissions associated with the sale of the Selling Shareholder Shares,
all of which will be paid by the Selling Shareholders.
The Common Stock is listed on the NYSE under the symbol "CLI." The
closing price of the Common Stock as reported on the NYSE on December 16, 1996
was $27.875 per share.
<PAGE>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
OR COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMIS-
SION ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS ANY REPRE-
SENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE ATTORNEY GENERAL OF THE STATE OF NEW
YORK HAS NOT PASSED ON OR ENDORSED THE
MERITS OF THIS OFFERING.
ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
The date of this Prospectus is December 19, 1996.
<PAGE>
No dealer, salesperson or any other person has been authorized to give
any information or to make any representations other than those contained in
this Prospectus in connection with the offer made by this Prospectus and, if
given or made, such information or representations must not be relied upon as
having been authorized by the Company or the Selling Shareholders. This
Prospectus does not constitute an offer to sell or a solicitation of an offer to
buy, the securities offered hereby in any jurisdiction in which such offer or
solicitation is not authorized, or to any person to whom it is unlawful to make
such offer or solicitation. Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any implication that any
information contained therein is correct as of any time subsequent to the date
hereof.
AVAILABLE INFORMATION
The Company has filed a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act with the Securities and
Exchange Commission (the "Commission") covering the Common Stock offered hereby.
As permitted by the rules and regulations of the Commission, this Prospectus
omits certain information, exhibits and undertakings contained in the
Registration Statement. For further information pertaining to the securities
offered hereby, reference is made to the Registration Statement, including the
exhibits filed as a part thereof.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Commission. Reports, proxy statements and other information filed by the Company
can be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549; and at its
Regional Offices located at 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661; and Seven World Trade Center, 13th Floor, New York, New York
10048. Copies of such material can be obtained from the Public Reference Section
of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. The Commission maintains a Web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission. The address of the Commission's Web site is:
http://www.sec.gov. The Common Stock is listed on the NYSE and such reports,
proxy statements and other information concerning the Company can be inspected
at the offices of the NYSE, 20 Broad Street, New York, New York 10005.
All documents that are incorporated by reference in this Prospectus but
which are not delivered herewith are available without charge (other than
exhibits to such documents which are not specifically incorporated by reference
therein) upon request from Cali Realty Corporation, 11 Commerce Drive, Cranford,
New Jersey 07016 (telephone number: (908) 272-8000).
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed below have been filed by the Company under the
Exchange Act with the Commission and are incorporated herein by reference:
a. The Company's Annual Report on Form 10-K (File No. 1-13274) for
the fiscal year ended December 31, 1995;
b. The Company's Quarterly Reports on Form 10-Q (File No. 1-13274)
for the fiscal quarters ended March 31, 1996, June 30, 1996 and
September 30, 1996;
<PAGE>
c. The Company's Current Reports on Form 8-K (File No. 1-13274),
dated July 16, 1996, August 12, 1996, October 8, 1996, October
29, 1996, November 18, 1996 and November 21, 1996;
d. The Company's Proxy Statement relating to the Annual Meeting of
Shareholders held on May 13, 1996; and
e. The description of the Common Stock and the description of
certain provisions of Maryland Law and of the Company's Articles
of Incorporation and Bylaws, both contained in the Company's
Registration Statement on Form 8-A, dated August 9, 1994.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of this offering shall be deemed to be incorporated by
reference in this Prospectus and to be part hereof from the date of filing such
documents (provided, however, that the information referred to in Item 402(a)(8)
of Regulation S-K of the Commission shall not be deemed specifically
incorporated by reference herein).
Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein (or in the applicable Prospectus Supplement) or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
THE COMPANY
The Company is a fully-integrated real estate investment trust ("REIT")
that owns and operates a portfolio comprised predominantly of Class A office and
office/flex buildings located primarily in New Jersey, as well as commercial
real estate leasing, management, acquisition, development and construction
businesses. As of September 30, 1996, the Company owned 100 percent of 44 office
and office/flex properties encompassing approximately 4.3 million square feet
and one 327 unit multifamily residential property (collectively, the
"Properties"). The 44 office and office/flex properties are comprised of 27
office buildings containing an aggregate of 3.6 million square feet (the "Office
Properties") and 17 office/flex buildings containing an aggregate of
approximately 700,000 square feet (the "Office/Flex Properties"). The Company
believes that its Properties have excellent locations and access and are
well-maintained and professionally managed. As a result, the Company believes
that its properties attract high quality tenants and achieve among the highest
rent, occupancy and tenant retention rates within their markets. As of September
30, 1996, the Office Properties and Office/Flex Properties were approximately 97
percent leased to over 430 tenants.
On November 4, 1996, the Company acquired the 1.9 million square foot
Harborside Center office complex in Jersey City, New Jersey. On November 7,
1996, the Company acquired Five Sentry, a two-building office complex,
aggregating 131,000 square feet, in Plymouth Meeting, Pennsylvania. On December
10, 1996, the Company acquired Whiteweld Centre, a three-story, approximately
230,000 net rentable square foot office building in Woodcliff Lake, New Jersey.
On December 16, 1996, the Company acquired One Bridge Plaza, a 200,000 square
foot office building in Fort Lee, New Jersey. On December 17, 1996, the Company
acquired Airport Center, a three-building office complex comprised of
approximately 370,000 net rentable square feet, in Lester, Pennsylvania.
<PAGE>
The Company's strategy has been to focus its development and ownership
of properties in sub-markets where it is, or can become, a significant and
preferred owner and operator. The Company will continue this strategy by
expanding, primarily through acquisitions, into sub-markets where it has, or can
achieve, similar status. Management believes that the recent trend towards
increasing rental and occupancy rates in Class A office buildings in the
Company's sub-markets presents significant opportunities for growth. The Company
may also develop properties in such sub-markets. Management believes that its
extensive market knowledge provides the Company with a significant competitive
advantage which is further enhanced by its strong reputation for and emphasis on
delivering highly responsive management services, including direct and continued
access to the Company's senior management. The Company performs substantially
all construction, leasing, management and tenant improvements on an "in-house"
basis and is self-administered and self-managed.
Cali Associates, the entity whose business the Company succeeded in
1994, was founded by John J. Cali, Angelo R. Cali and Edward Leshowitz (the
"Founders"), who have been involved in the development, leasing, management,
operation and disposition of commercial and residential properties in Northern
and Central New Jersey for over 40 years and have been primarily focusing on
office building development for the past 17 years. In addition to the Founders,
the Company's executive officers have been employed by the Company and its
predecessor for an average of ten years. The Company and its predecessor have
built approximately four million square feet of office space, more than one
million square feet of industrial facilities and over 5,500 residential units.
The Company has elected to be taxed as a REIT for federal income tax
purposes and expects to continue to elect such status. Although the Company
believes that it was organized and has been operating in conformity with the
requirements for qualification under the Internal Revenue Code of 1986, as
amended (the "Code"), no assurance can be given that the Company will continue
to qualify as a REIT. Qualification as a REIT involves the application of highly
technical and complex Code provisions of which there are only limited judicial
or administrative interpretations. If in any taxable year the Company were to
fail to qualify as a REIT, the Company would not be allowed a deduction for
distributions to stockholders in computing taxable income and would be subject
to federal taxation at regular corporate rates. As a result, such a failure
would adversely affect the Company's ability to make distributions to its
stockholders and could have an adverse affect on the market value and
marketability of the Common Stock.
To ensure that the Company qualifies as a REIT, the transfer of shares
of Common Stock and Preferred Stock (as defined below) is subject to certain
restrictions, and ownership of capital stock by any single person is limited to
9.8 percent of the value of such capital stock, subject to certain exceptions.
The Company's Articles of Incorporation provide that any purported transfer in
violation of the above-described ownership limitations shall be void ab initio.
The shares of Common Stock of the Company are listed on the NYSE under
the symbol "CLI." The Company has paid regular quarterly distributions on its
Common Stock since it commenced operations as a REIT in 1994. The Company
intends to continue making regular quarterly distributions to its Common
Stockholders. Distributions depend upon a variety of factors, and there can be
no assurance that distributions will be made.
<PAGE>
All of the Company's interests in the Properties are held by, and its
operations are conducted through, Cali Realty, L.P., a Delaware limited
partnership (the "Operating Partnership"), or by entities controlled by the
Operating Partnership. The Company owned, as of November 30, 1996, 93.1 percent
of the Operating Partnership's outstanding units of partnership interest
("Units"), and is the sole general partner of the Operating Partnership.
The Company was incorporated under the laws of Maryland on May 24,
1994. Its executive offices are located at 11 Commerce Drive, Cranford, New
Jersey 07016, and its telephone number is (908) 272-8000.
USE OF PROCEEDS
The shares of Common Stock offered hereby are being registered for the
account of the Selling Shareholders and, accordingly, the Company will not
receive any proceeds from the sale of the Selling Shareholder Shares by the
Selling Shareholders.
SELLING SHAREHOLDERS
The shares of Common Stock offered by this Prospectus are to be
acquired by directors and/or officers of the Company (the "Selling
Shareholders") pursuant to the Company's Director Stock Option Plan and Employee
Stock Option Plan. Each Selling Shareholder will receive all of the net proceeds
from the sale of his or her respective Selling Shareholder Shares offered
hereby. The following table sets forth certain information regarding the
ownership of the Company's Common Stock by the Selling Shareholders as of
December 15, 1996. The number of shares of Common Stock outstanding will not
change as a result of the offering, nor will the number of shares owned or
percentage of ownership of any persons other than the Selling Shareholders
change as a result thereof. There is no assurance that any of the Selling
Shareholders will offer for sale or sell any or all of the Common Stock offered
by them pursuant to this Prospectus.
<PAGE>
<TABLE>
<CAPTION>
Number of Shares Owned Number of Shares Number of Shares to be
Name and Position with Company Prior to Offering(1) Registered Hereby Owned After Offering(2)
- ------------------------------ -------------------- ----------------- -----------------------
<S> <C> <C> <C>
John J. Cali,
Chairman of the Board of Directors(3) 7,100 7,000 100
Thomas A. Rizk,
President, Chief Executive Officer
and Director(3) 325,000 325,000 0
John R. Cali,
Chief Administrative Officer(3) 325,000 325,000 0
Brant Cali
Chief Operating Officer(3) 325,000 325,000 0
James Nugent,
Vice President - Leasing(3) 64,000 64,000 0
Albert Spring,
Vice President - Operations(3) 60,000 59,000 1,000
Roger W. Thomas,
Vice President, General Counsel
and Assistant Secretary 64,370 64,000 370
Barry Lefkowitz,
Chief Financial Officer 64,096 64,000 96
Angelo R. Cali,
Director(3) 7,000 7,000 0
Edward Leshowitz,
Director(3) 7,000 7,000 0
Brendan T. Byrne,
Director 7,100 7,000 100
Kenneth A. DeGhetto,
Director 9,000 7,000 2,000
James W. Hughes,
Director 7,000 7,000 0
Irvin D. Reid,
Director 7,000 7,000 0
Alan Turtletaub,
Director 8,000 7,000 1,000
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</TABLE>
(1) Includes shares of Common Stock underlying options. Does not include shares
of Common Stock issuable upon the redemption of Units, which are covered under a
separate Registration Statement, No. 33-96542, on Form S-3.
<PAGE>
(2) Assumes all shares registered hereunder will be sold. All Selling
shareholders will own less than one percent of the number of outstanding shares
of Common Stock at December 15, 1996.
(3) Was a principal or officer of Cali Associates, the entity whose business the
Company succeeded in 1994.
PLAN OF DISTRIBUTION
The Selling Shareholder Shares may be sold from time to time by the
Selling Shareholders, or by pledgees, donees, transferees or other successors in
interest. Such sales may be made on the NYSE or other exchanges on which the
Common Stock is traded, in the over-the-counter market, or otherwise at prices
and at terms then prevailing or at prices related to the then current market
price, or in negotiated transactions. The Selling Shareholder Shares may be sold
in one or more of the following transactions: (a) a block trade in which the
broker or dealer so engaged will attempt to sell the Selling Shareholder Shares
as agent but may position and resell a portion of the block as principal to
facilitate the transaction; (b) purchases by a broker or dealer as principal and
resale by the broker or dealer for its account pursuant to this Prospectus; (c)
an exchange distribution in accordance with the rules of the exchange; and (d)
ordinary brokerage transactions and transactions in which the broker solicits
purchasers. In effecting sales, brokers or dealers engaged by the Selling
Shareholders may arrange for other brokers or dealers to participate. Any broker
or dealer to be utilized by a Selling Shareholder will be selected by such
Selling Shareholder. Brokers or dealers will receive commissions or discounts
from Selling Shareholders in amounts to be negotiated immediately prior to the
sale. These brokers or dealers and any other participating brokers or dealers,
as well as certain pledgees, donees, transferees and other successors in
interest, may be deemed to be "underwriters" within the meaning of Section 2(11)
of the Securities Act in connection with the sales. In addition, any securities
covered by this Prospectus that qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under Rule 144 rather than pursuant to this
Prospectus.
Upon the Company being notified by a Selling Shareholder that any
material arrangement has been entered into with a broker-dealer for the sale of
Selling Shareholder Shares through a block trade, special offering, exchange
distribution or secondary distribution or a purchase by a broker or dealer, a
supplemental prospectus will be filed, if required, pursuant to Rule 424(c)
under the Securities Act, disclosing: (i) the name of each such Selling
Shareholder and of the participating broker-dealer(s), (ii) the number of
Selling Shareholder Shares involved, (iii) the price at which such Selling
Shareholder Shares were sold, (iv) the commissions paid or discounts or
concessions allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set
out or incorporated by reference in this Prospectus and (vi) other facts
material to the transaction.
The Selling Shareholders reserve the sole right to accept and, together
with any agent of the Selling Shareholders, to reject in whole or in part any
proposed purchase of the Selling Shareholder Shares. The Selling Shareholders
will pay any sales commissions or other seller's compensation applicable to such
transactions.
<PAGE>
To the extent required, the amount of the Selling Shareholder Shares to
be sold, purchase prices, public offering prices, the names of any agents,
dealers or underwriters, and any applicable commissions or discounts with
respect to a particular offer will be set forth by the Company in a prospectus
supplement accompanying this Prospectus or, if appropriate, a post-effective
amendment to the Registration Statement. The Selling Shareholders and agents who
execute orders on their behalf may be deemed to be underwriters as that term is
defined in Section 2(11) of the Securities Act and a portion of any proceeds of
sales and discounts, commissions or other seller's compensation may be deemed to
be underwriting compensation for purposes of the Securities Act.
Offers and sales of shares of the Common Stock have not been registered
or qualified under the laws of any country, other than the United States. To
comply with certain states' securities laws, if applicable, the Selling
Shareholder Shares will be offered or sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Selling Shareholder Shares may not be offered or sold unless they have been
registered or qualified for sale in such states or an exemption from
registration or qualification is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of shares of the Common Stock may not
simultaneously engage in market-making activities with respect to such shares of
Common Stock for a period of two to nine business days prior to the commencement
of such distribution. In addition to and without limiting the foregoing, each
Selling Shareholder and any other person participating in a distribution will be
subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including without limitation, Rules 10b-2, 10b-6 and
10b-7, which provisions may limit the timing of purchases and sales of any of
the shares of Common Stock by the Selling Shareholders or any such other person.
All of the foregoing may affect the marketability of the Common Stock and the
brokers' and dealers' ability to engage in market-making activities with respect
to the Common Stock.
The Company will pay substantially all of the expenses incident to the
registration of the shares of Common Stock offered hereby, estimated to be
approximately $20,000.
DESCRIPTION OF SECURITIES TO BE REGISTERED
General
The authorized capital stock of the Company consists of 95,000,000
shares of Common Stock, par value $.01 per share, and 5,000,000 shares of
preferred stock, par value $.01 per share (the "Preferred Stock"). At December
15, 1996, 36,318,894 shares of Common Stock were issued and outstanding; no
shares of Preferred Stock are outstanding as of the date hereof.
Each outstanding share of Common Stock will entitle the holder to one
vote on all matters presented to shareholders for a vote, subject to the
provisions of the Company's Articles of Incorporation regarding the ownership of
shares of Common Stock in excess of the Ownership Limit described below. Holders
of shares of Common Stock will have no preemptive rights or cumulative voting
rights. All shares of Common Stock to be outstanding following this offering
will be duly authorized, fully paid, and nonassessable. Distributions may be
paid to the holders of shares of Common Stock if and when declared by the Board
of Directors of the Company out of funds legally available therefor. The Company
has paid regular and uninterrupted quarterly dividends from the third quarter of
1994.
<PAGE>
Under Maryland law, shareholders are generally not liable for the
Company's debts or obligations. If the Company is liquidated, subject to the
right of any holders of Preferred Stock to receive preferential distribution,
each outstanding share of Common Stock will be entitled to participate pro rata
in the assets remaining after payment of, or adequate provision for, all known
debts and liabilities of the Company, including debts and liabilities arising
out of its status of general partner of the Operating Partnership.
With certain exceptions, the Company's Articles of Incorporation
provide that no person may own, or be deemed to own by virtue of the attribution
rules of the Code, more than 9.8 percent of the value of the Company's issued
and outstanding shares of capital stock. See "-- Restrictions on Transfer"
below.
The registrar and transfer agent for the Company's Common Stock is
ChaseMellon Shareholder Services.
Under the Company's Articles of Incorporation, shares of Preferred
Stock may be issued from time to time, in one or more series, as authorized by
the Board of Directors. Prior to the issuance of shares of each series, the
Board of Directors is required by the Maryland General Corporation Law (the
"MGCL") and the Company's Articles of Incorporation to adopt resolutions and
file Articles Supplementary with the State Department of Assessments and
Taxation of Maryland, fixing for each such series the designations, powers,
preferences and rights of the shares of such series and the qualifications,
limitations or restrictions thereon, including, but not limited to, dividend
rights, dividend rate or rates, conversion rights, voting rights, rights and
terms of redemption (including sinking fund provisions), the redemption price or
prices, and the liquidation preferences as are permitted by Maryland law.
Because the Board of Directors has the power to establish the terms and
conditions of each series of Preferred Stock, it may afford the holders of any
series of Preferred Stock power, preferences and rights, voting or otherwise,
senior to the rights of holders of shares of Common Stock. The issuance of
Preferred Stock could have the effect of delaying or preventing a change in
control of the Company.
Redemption Rights
Beginning on the first anniversary of the initial public offering
("IPO"), persons who received partnership interests ("Units") in the Operating
Partnership in exchange for certain formation partnership interests at the time
of the IPO (such persons are hereinafter referred to as members of the "Cali
Group"), received rights which enable them to require the Operating Partnership
to redeem part or all of their Units for cash (based upon the fair market value
of an equivalent number of shares of Common Stock at the time of such
redemption) or, at the election of the Company, shares of Common Stock (on a
one-for-one basis). The obligation to redeem the Cali Group's Units may be
assumed by the Company in exchange for, at the Company's election, either cash
or shares of Common Stock, provided that the Company may not pay for such
redemption with shares of Common Stock to the extent that it would result in a
member of the Cali Group beneficially or constructively owning shares of Common
Stock in excess of the Ownership Limit. See "-- Restrictions on Transfer" below.
<PAGE>
Restrictions On Transfer
Ownership Limits. The Company's Articles of Incorporation contain
certain restrictions on the number of shares of capital stock that individual
shareholders may own, directly or beneficially. For the Company to qualify as a
REIT under the Code, no more than 50 percent of the value of its outstanding
shares of capital stock may be owned, directly or indirectly, by five or fewer
individuals (as defined in the Code to include certain entities) during the last
half of a taxable year (other than the first year) or during a proportionate
part of a shorter taxable year. The capital stock must also be beneficially
owned by 100 or more persons during at least 335 days of a taxable year or
during a proportionate part of a shorter taxable year. Because the Company
expects to continue to qualify as a REIT, the Articles of Incorporation of the
Company contain restrictions on the direct and beneficial acquisition of capital
stock intended to ensure compliance with these requirements.
The Company's Articles of Incorporation, subject to certain exceptions,
provide that no holder may own, or be deemed to own by virtue of the attribution
provisions of the Code, more than 9.8 percent (the "Ownership Limit") of the
value of the issued and outstanding shares of capital stock. The Board of
Directors may exempt a person from the Ownership Limit if evidence satisfactory
to the Board of Directors or the Company's tax counsel is presented that such
ownership will not then or in the future jeopardize the Company's status as a
REIT. As a condition of such exemption, the intended transferee must give
written notice to the Company of the proposed transfer and must furnish such
opinions of counsel, affidavits, undertakings, agreements and information as may
be required by the Board of Directors no later than the 15th day prior to any
transfer which, if consummated, would result in the intended transferee having
the direct or beneficial ownership of shares in excess of the Ownership Limit.
The foregoing restrictions on transferability and ownership will not apply if
the Board of Directors determines that it is no longer in the best interests of
the Company to continue to qualify as a REIT. Any transfer of securities that
would: (i) create a direct or indirect ownership of shares of stock in excess of
the Ownership Limit; (ii) result in the shares of stock being owned by fewer
than 100 persons; or (iii) result in the Company being "closely held" within the
meaning of Section 856(h) of the Code shall be null and void, and the transferor
will be deemed not to have transferred the shares.
The Company's Articles of Incorporation exclude from the Ownership
Limit shareholders who exceeded the Ownership Limit immediately following the
IPO.
Capital stock owned, or deemed to be owned, or transferred to a
stockholder in excess of the Ownership Limit will automatically be deemed Excess
Stock that will be deemed transferred to the Company as trustee of a trust for
the exclusive benefit of the transferees to whom the direct or beneficial
ownership of such capital stock may be ultimately transferred without violating
the Ownership Limit. While the Excess Stock is held in trust, it will not be
entitled to vote, except as required by the MGCL, it will not be considered for
purposes of any stockholder vote or the determination of a quorum for such vote,
and, except upon liquidation, it will not be entitled to participate in
dividends or other distributions. Any dividend or distribution paid to a
proposed transferee of Excess Stock prior to the discovery by the Company that
the direct or beneficial ownership of capital stock has been transferred in
violation of the provisions of the Company's Articles of Incorporation shall be
<PAGE>
repaid to the Company upon demand. The Excess Stock is not treasury stock, but
rather constitutes a separate class of issued and outstanding stock of the
Company. The original transferee-stockholder may, at any time the Excess Stock
is held by the Company in trust, transfer the interest in the trust representing
the Excess Stock to any individual whose ownership of the securities exchanged
into such Excess Stock would be permitted under the Ownership Limit, at a price
not in excess of the price paid by the original transferee-stockholder for the
securities that were exchanged into Excess Stock. Immediately upon the transfer
to the permitted transferee, the Excess Stock will automatically be exchanged
for the securities from which it was converted. If the foregoing transfer
restrictions are determined to be void or invalid by virtue of any legal
decision, statute, rule or regulation, then the intended transferee of any
Excess Stock may be deemed, at the option of the Company, to have acted as an
agent on behalf of the Company in acquiring the Excess Stock and to hold the
Excess Stock on behalf of the Company.
In addition to the foregoing transfer restrictions, the Company will
have the right, for a period of 90 days during the time any Excess Stock is held
by the Company in trust, to purchase all or any portion of the Excess Stock from
the original transferee-stockholder for the lesser of the price paid for the
shares by the original transferee-stockholder or the market price (as determined
in the manner set forth in the Articles of Incorporation by reference to the
average closing sale price of the shares as reported on the NYSE) of the shares
on the date on which the Company exercises its option to purchase. The 90-day
period begins on the date on which the Company receives written notice of the
transfer or other event resulting in the exchange of shares for Excess Stock.
All certificates representing shares of Common Stock will bear a legend
referring to the restrictions described above.
Every owner of more than five percent (or such lower percentage as
required by the Code or regulations thereunder) of the issued and outstanding
shares of capital stock must file a written notice with the Company containing
the information specified in the Articles of Incorporation no later than January
31 of each year. In addition, every shareholder shall upon demand be required to
disclose to the Company in writing such information as the Company may request
in order to determine the effect of such shareholder's direct, indirect and
constructive ownership of such shares on the Company's status as a REIT.
The foregoing ownership limitations may have the effect of precluding
acquisition of control of the Company without the consent of the Board of
Directors.
LEGAL MATTERS
Certain legal matters in connection with this offering, including the
validity of the issuance of the shares of Common Stock offered hereby, will be
passed upon for the Company by Pryor, Cashman, Sherman & Flynn, New York, New
York.
<PAGE>
EXPERTS
The financial statements incorporated in this Prospectus by reference
to the Annual Report on Form 10-K of the Company for the year ended December 31,
1995 have been so incorporated in reliance on the report of Price Waterhouse
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting. The financial statements incorporated in this
Prospectus by reference to the Current Reports on Form 8-K of the Company, dated
July 16, 1996, October 8, 1996, and October 29, 1996 (two reports), have been so
incorporated in reliance on the report of Schonbraun Safris Sternlieb & Co.,
L.L.C., independent accountants, given on the authority of said firm as experts
in auditing and accounting. The Statements of Revenues and Certain Operating
Expenses of the property known as Harborside Financial Center for each of the
three years in the period ended December 31, 1995, incorporated by reference in
this Prospectus to the Current Report on Form 8-K of the Company, dated October
29, 1996, have been incorporated herein in reliance on the report of Coopers &
Lybrand L.L.P., independent auditors, given on the authority of said firm as
experts in auditing and accounting. The combined statement of revenue and
certain expenses of the International Court at Airport Business Center for the
year ended December 31, 1995 included in the Company's Current Report on Form
8-K, dated October 29, 1996 has been audited by Ernst & Young LLP, independent
auditors, as set forth in their report theron included therein and incorporated
herein by reference. Such financial statement is incorporated herein by
reference in reliance on such report given upon the authority of such firm as
experts in accounting and auditing.
<PAGE>
================================================================================
No dealer, salesperson or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offer made by this Prospectus and, if given or
made, such information or representations must not be relied upon as having been
authorized by the Company or the Selling Shareholders. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy, the securities
offered hereby in any jurisdiction in which such offer or solicitation is not
authorized, or to any person to whom it is unlawful to make such offer or
solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that any
information contained therein is correct as of any time subsequent to the date
hereof.
--------------------------
TABLE OF CONTENTS
Available Information.........................
Incorporation of Certain Documents
by Reference................................
The Company...................................
Use of Proceeds...............................
Selling Shareholders..........................
Plan of Distribution..........................
Description of Securities to be
Registered..................................
Legal Matters.................................
Experts ......................................
================================================================================
<PAGE>
================================================================================
1,880,188 Shares
CALI REALTY CORPORATION
Common Stock
-------------------
PROSPECTUS
-------------------
December 19, 1996
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by reference in this
registration statement:
a. The Company's Annual Report on Form 10-K (File No. 1-13274) for
the fiscal year ended December 31, 1995;
b. The Company's Quarterly Reports on Form 10-Q (File No. 1-13274)
for the fiscal quarters ended March 31, 1996, June 30, 1996, and
September 30, 1996;
c. The Company's Current Reports on Form 8-K (File No. 1-13274),
dated July 16, 1996, August 12, 1996; October 8, 1996, October
29, 1996, November 18, 1996 and November 21, 1996;
d. The Company's Proxy Statement relating to the Annual Meeting of
Shareholders held on May 13, 1996; and
e. The description of the Common Stock and the description of
certain provisions of Maryland Law and of the Company's Articles
of Incorporation and Bylaws, both contained in the Company's
Registration Statement on Form 8-A, dated August 9, 1994.
All documents subsequently filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended, 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.
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 under
Maryland law, the Articles of Incorporation of the Company and the Amended and
Restated Agreement of Limited Partnership of the Operating Partnership (the
"Partnership Agreement of the Operating Partnership") against certain
liabilities. The Articles of Incorporation require the Company to indemnify its
directors and officers to the fullest extent permitted from time to time by the
laws of the State of Maryland. The Bylaws contain provisions which implement the
indemnification provisions of the Articles of Incorporation.
<PAGE>
The Maryland General Corporation Law ("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. No amendment of the Articles of Incorporation of the
Company shall limit or eliminate the right to indemnification provided with
respect to acts or omissions occurring prior to such amendment or repeal.
Maryland law permits the Company to provide indemnification to an officer to the
same extent as a director, although additional indemnification may be provided
if such officer is not also a director.
The MGCL permits the articles of incorporation of a Maryland
corporation to include a provision limiting the liability of its directors and
officers to the corporation and its shareholders for money damages, subject to
specified restrictions. The MGCL does not, however, permit the liability of
directors and officers to the corporation or its shareholders to be limited to
the extent that (1) it is proved that the person actually received an improper
benefit or profit in money, property or services (to the extent such benefit or
profit was received) or (2) a judgment or other final adjudication adverse to
such person is entered in a proceeding based on a finding that the person's
action, or failure to act, was the result of active and deliberate dishonesty
and was material to the cause of action adjudicated in the proceeding. The
Articles of Incorporation of the Company contain a provision consistent with the
MGCL. No amendment of the Articles of Incorporation shall limit or eliminate the
limitation of liability with respect to acts or omissions occurring prior to
such amendment or repeal.
The Partnership Agreement of the Operating Partnership 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.
The Company has entered into indemnification agreements with each of
its directors and officers. The indemnification agreements require, among other
things, that the Company indemnify its directors and officers to the fullest
extent permitted by law, and advance to the directors and officers all related
expenses, subject to reimbursement if it is subsequently determined that
indemnification is not permitted. The Company also must indemnify and advance
all expenses incurred by directors and officers seeking to enforce their rights
under the indemnification agreements, and cover directors and officers under the
Company's directors' and officers' liability insurance. Although the form of
indemnification agreement offers substantially the same scope of coverage
afforded by provisions of the Articles of Incorporation and the Bylaws and
Partnership Agreement of the Operating Partnership, it provides greater
assurance to directors and officers that indemnification will be available,
because, as a contract, it cannot be modified unilaterally in the future by the
Board of Directors or by the stockholders to eliminate the rights it provides.
<PAGE>
Item 7. Exemption from Registration Claimed.
Not applicable
Item 8. Exhibits.
5 - Opinion of Pryor, Cashman, Sherman & Flynn
23.1 -Consent of Price Waterhouse LLP
23.2 -Consent of Pryor, Cashman, Sherman & Flynn (included in Exhibit 5)
23.3 -Consent of Schonbraun Safris Sternlieb & Co., L.L.C.
23.4 -Consent of Coopers & Lybrand L.L.P.
23.5 -Consent of Ernst & Young LLP
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; 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.
(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 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.
<PAGE>
(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 provisions
discussed in Item 6 of this Registration Statement, 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.
<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 Cranford, New Jersey on this day of December, 1996.
CALI REALTY CORPORATION
By: /s/ Thomas A. Rizk
------------------
Thomas A. Rizk
President, Chief Executive
Officer and Director
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
President, Chief Executive
/s/ Thomas A. Rizk Officer and Director December 19, 1996
- ------------------
Thomas A. Rizk
Vice President-Finance
and Chief Financial
/s/ Barry Lefkowitz Officer December 19, 1996
- -------------------
Barry Lefkowitz
Chairman of the Board
/s/ John J. Cali and Director December 19, 1996
- ----------------
John J. Cali
/s/ Angelo R. Cali Director December 19, 1996
- ------------------
Angelo R. Cali
/s/ Edward Leshowitz Director December 19, 1996
- --------------------
Edward Leshowitz
<PAGE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Brendan T. Byrne Director December 19, 1996
- --------------------
Brendan T. Byrne
/s/ Kenneth A. DeGhetto Director December 19, 1996
- -----------------------
Kenneth A. DeGhetto
/s/ James W. Hughes Director December 19, 1996
- -------------------
James W. Hughes
/s/ Irvin D. Reid Director December 19, 1996
- -----------------
Irvin D. Reid
/s/ Alan Turtletaub Director December 19, 1996
- -------------------
Alan Turtletaub
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
5 Opinion of Pryor, Cashman, Sherman & Flynn
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Pryor, Cashman, Sherman & Flynn (included in
Exhibit 5)
23.3 Consent of Schonbraun Safris Sternlieb & Co., L.L.C.
23.4 Consent of Coopers & Lybrand L.L.P.
23.5 Consent of Ernst & Young LLP
EXHIBIT 5
<PAGE>
December 19, 1996
Cali Realty Corporation
11 Commerce Drive
Cranford, New Jersey 07016
Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by you with the Securities and Exchange Commission with
respect to the registration under the Securities Act of 1933, as amended (the
"Act"), of 1,880,188 shares (the "Shares"), $.01 par value per Share, of the
Common Stock of Cali Realty Corporation (the "Company"), for delivery under the
Company's Employee Stock Option Plan and the Director Stock Option Plan
(collectively, the "Plans").
We are qualified to practice law in the State of New York. We express
no opinion as to, and, for the purposes of the opinion set forth herein, we have
conducted no investigation of, and do not purport to be experts on, any laws
other than the laws of the State of New York, the Maryland General Corporation
Law and the federal laws of the United States of America.
We have examined such documents as we considered necessary for the
purposes of this opinion. Based on such examination, it is our opinion that the
Shares have been duly authorized and, upon issuance in accordance with the
Plans, will be legally issued, fully-paid and non-assessable under the laws of
the State of Maryland (the state of incorporation of the Company).
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/Pryor, Cashman, Sherman & Flynn
-------------------------------
PRYOR, CASHMAN, SHERMAN & FLYNN
EXHIBIT 23.1
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February 15, 1996, except
for Note 1, as to which the date is March 12, 1996, appearing on page 38 of Cali
Realty Corporation's Annual Report on Form 10-K for the year ended December 31,
1995. We also consent to the reference to us under the heading "Experts" in such
Registration Statement.
/s/Price Waterhouse LLP
- -----------------------
PRICE WATERHOUSE LLP
New York, New York
December 19, 1996
EXHIBIT 23.3
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated May 2, 1996, appearing in Cali Realty
Corporation's Current Report on Form 8-K dated July 16, 1996, our report dated
July 25, 1996, appearing in Cali Realty Corporation's Current Report on Form 8-K
dated October 8, 1996, and our reports dated October 15, 1996 and October 17,
1996, appearing in Cali Realty Corporation's Current Report on Form 8-K dated
October 29, 1996. We also consent to the reference to us under the heading
"Experts" in such Registration Statement.
/s/Schonbraun, Safris, Sternlieb & Co., L.L.C.
- ----------------------------------------------
Schonbraun, Safris, Sternlieb & Co., L.L.C.
Roseland, New Jersey
December 19, 1996
EXHIBIT 23.4
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this registration
statement of Cali Realty Corporation on Form S-8 of our report dated September
18, 1996, appearing in Cali Realty Corporation's Current Report on Form 8-K
dated October 28, 1996, on our audits of the Statements of Revenue and Certain
Operating Expenses of the property known as Harborside Financial Center for each
of the three years in the period ended December 31, 1995. We also consent to the
reference to our firm under the caption "Experts".
/s/Coopers & Lybrand L.L.P.
- ---------------------------
Coopers & Lybrand L.L.P.
New York, New York
December 18, 1996
EXHIBIT 23.5
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement on Form S-8 dated December 19, 1996, pertaining to
the Employee Stock Option Plan and the Director Stock Option Plan of Cali Realty
Corporation and to the incorporation by reference therein of our report dated
October 16, 1996, with respect to the combined statement of revenue and certain
expenses of the International Court at Airport Business Center included in the
Current Report on Form 8-K of Cali Realty Corporation dated October 29, 1996,
filed with the Securities and Exchange Commission.
/s/Ernst & Young LLP
--------------------
Ernst & Young LLP
Philadelphia, Pennsylvania
December 17, 1996
