As filed with the Securities and Exchange Commission on January 15, 1997
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
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(Exact name of registrant as specified in its charter)
Maryland 22-3305147
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
11 Commerce Drive, Cranford, New Jersey 07016
(908)272-8000
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(Address, including telephone number, of (Zip Code)
Principal Executive Offices)
THE CALI REALTY CORPORATION RESTRICTED
STOCK AWARD PLAN FOR SENIOR EXECUTIVES
AND OFFICERS AND THE CALI REALTY
CORPORATION STOCK PURCHASE PROGRAM
FOR SENIOR EXECUTIVES AND OFFICERS
(Full Titles of the Plans)
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
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(Names, addresses and telephone numbers of agents for service)
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CALCULATION OF REGISTRATION FEE
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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 1,000,000 shares $30.5625 $30,562,500.00 $9,261.37
($0.01 par value)
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* All of the securities registered hereby are issuable under the Plans.
** 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 January 10, 1997.
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PART I
INFORMATION REQUIRED IN THE SECTION 10 (a) PROSPECTUS
Note: The document(s) containing the information specified in Part I
will be sent or given to directors, officers and employees, as required by Rule
428(b)(1) of the Securities Act of 1933 (the "Securities Act"). Such documents
need not be filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 of the Securities Act. These documents and the
documents incorporated by reference in this Registration Statement pursuant to
Item 3 of Part II of this form, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act. See Rule 421 of
the Securities Act.
Item 1. Plan Information.
Not required to be filed with the Commission.
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with the Commission.
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II-3
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 28, 1996, October 29, 1996, November
18, 1996, November 21, 1996, December 30, 1996, and
December 31, 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.
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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.
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.
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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.
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.
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(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.
(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.
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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 Cranford, New Jersey on this 15th day of January, 1997.
CALI REALTY CORPORATION
By: /s/ Thomas A. Rizk
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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.
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Signature Title Date
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/s/ Thomas A. Rizk President, Chief Executive
- ------------------ Officer and Director January 15, 1997
Thomas A. Rizk
/s/ Barry Lefkowitz Vice President-Finance
- ------------------- and Chief Financial Officer January 15, 1997
Barry Lefkowitz
/s/ John J. Cali Chairman of the Board
- ---------------- and Director January 15, 1997
John J. Cali
/s/ Angelo R. Cali Director January 15, 1997
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Angelo R. Cali
/s/ Edward Leshowitz Director January 15, 1997
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Edward Leshowitz
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Signature Title Date
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<S> <C> <C>
/s/ Brendan T. Byrne Director January 15, 1997
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Brendan T. Byrne
/s/ Kenneth A. DeGhetto Director January 15, 1997
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Kenneth A. DeGhetto
/s/ James W. Hughes Director January 15, 1997
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James W. Hughes
/s/ Irvin D. Reid Director January 15, 1997
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Irvin D. Reid
/s/ Alan Turtletaub Director January 15, 1997
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Alan Turtletaub
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INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
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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
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January 9, 1997
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 1,000,000 shares (the "Shares"), $.01 par value per Share, of the
Common Stock of Cali Realty Corporation (the "Company"), for delivery under the
Cali Realty Corporation Restricted Stock Award Plan for Senior Executives and
Officers and the Cali Realty Corporation Stock Purchase Program for Senior
Executives and Officers (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
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PRYOR, CASHMAN, SHERMAN & FLYNN
EXHIBIT 23.1
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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.
/s/ PRICE WATERHOUSE LLP
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PRICE WATERHOUSE LLP
New York, New York
January 13, 1997
EXHIBIT 23.3
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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, 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 and our report dated December 16, 1996, appearing in Cali Realty
Corporation's Current Report on Form 8-K dated December 31, 1996.
/s/ Schonbraun, Safris, Sternlieb & Co., L.L.C.
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Schonbraun, Safris, Sternlieb & Co., L.L.C.
Roseland, New Jersey
January 14, 1997
EXHIBIT 23.4
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CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement of Cali Reaty 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.
/s/ Coopers & Lybrand L.L.P.
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Coopers & Lybrand L.L.P.
New York, New York
January 13, 1997
EXHIBIT 23.5
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CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 dated January 15, 1997, pertaining to the Cali Realty
Corporation Restricted Stock Award Plan for Senior Executives and Officers and
the Cali Realty Corporation Stock Purchase Program for Senior Executives and
Officers 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
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Ernst & Young LLP
Philadelphia, Pennsylvania
January 8, 1997
