<PAGE>
As filed with the Securities and Exchange Commission on August 1, 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
(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 Number)
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 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
(Names, addresses and telephone numbers of agents for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
Title of Amount Proposed Proposed Amount of
Securities to be Maximum Maximum Registration
to be Registered * Offering Aggregate Fee
Registered Price Per Offering
Share ** Price
- ----------- ------------ ---------- ---------- --------------
<S> <C> <C> <C> <C>
Common Stock 1,100,000 shares $36.78125 $40,459,375.00 $8,091.88
($0.01
par value)
</TABLE>
* All of the securities registered hereby are issuable under the
Plans. This registration statement includes 1,330,188 shares of Common
Stock, $.01 par value per share (the "Common Stock"), with respect to which a
registration fee of $7,682.98 was paid with the filing of Registration
Statement No. 33-91822, on Form S-8, with the Securities and Exchange
Commission (the "Commission") on May 2, 1995. This registration statement
also includes 550,000 shares of Common Stock, with respect to which a
registration fee of $4,687.50 was paid with the filing of Registration
Statement No. 333-18275, on Form S-8, with the Commission on December 19,
1996. To date, 201,001 of such shares have been sold by certain selling
shareholders pursuant to the reoffer prospectus included in such previously
filed registration statements.
** 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 July 28, 1997.
<PAGE>
EXPLANATORY NOTES
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 Commission on May 2, 1995, a
post-effective amendment to which was filed on September 29, 1995, and
Registration Statement No. 333-18275, on Form S-8, filed with the
Commission on December 19, 1996.
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
1,120,999 Shares
CALI REALTY CORPORATION
Common Stock
All of the 1,120,999 shares of common stock, $.01 par value per share (the
"Common Stock"), of Cali Realty Corporation (together with its subsidiaries,
the "Company") offered hereby are offered 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 1,120,999 shares of Common Stock offered
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 July 28, 1997
was $36.50 per share.
- -------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMIS-
SION OR 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 August 1, 1997.
<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 is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
in accordance therewith files reports, proxy statements and other
information with the Commission. The Registration Statement, the
exhibits and schedules forming a part thereof and the reports, proxy
statements and other information filed by the Company with the
Commission in accordance with the Exchange Act can be inspected and
copied at the Commission's public reference section, 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549, and at the following regional
offices of the Commission: Seven World Trade Center, 13th Floor, New
York, New York 10048 and Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such
material can also be obtained at prescribed rates by writing to the
public reference section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549. 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. In addition, the Company's Common Stock is listed
on the NYSE and similar information concerning the Company can be
inspected and copied at the offices of the NYSE, 20 Broad Street, New
York, New York 10005.
The Company has filed with the Commission a Registration Statement
on Form S-8 (the "Registration Statement") (of which this Prospectus is
a part) under the Securities Act with respect to the securities offered
hereby. This Prospectus does not contain all of the information set
forth in the Registration Statement, certain portions of which have
been omitted as permitted by the rules and regulations of the
Commission. Statements contained in this Prospectus as to the contents
of any contract or other document are not necessarily complete, and in
each instance reference is made to the copy of such contract or other
document filed as an exhibit to the Registration Statement, each such
statement being qualified in all respects by such reference and the
exhibits and schedules thereto. For further information regarding the
Company and the securities offered hereby, reference is hereby made to
the Registration Statement and such exhibits and schedules which may be
obtained from the Commission at its principal office in Washington,
D.C. upon payment of the fees prescribed by the Commission.
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, 1996;
b. The Company's Quarterly Report on Form 10-Q (File No.
1-13274) filed for the fiscal quarter ended March 31, 1997;
c. The Company's Current Reports on Form 8-K dated January 31,
1997 and Form 8-K/A dated March 28, 1997 (File No. 1-13274);
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<PAGE>
d. The Company's Proxy Statement relating to the Annual Meeting
of Stockholders held on May 15, 1997; 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.
Copies of all documents which are incorporated herein by reference
(not including the exhibits to such information, unless such exhibits
are specifically incorporated by reference in such information) will be
provided without charge to each person, including any beneficial owner
of the securities offered hereby to whom this Prospectus is delivered,
upon written or oral request. Requests should be made to Barry
Lefkowitz, Chief Financial Officer of the Company, 11 Commerce Drive,
Cranford, New Jersey 07016-3510 (telephone number: (908) 272-8000).
THE COMPANY
Cali Realty Corporation is a fully-integrated real estate investment
trust ("REIT") that owns and operates a portfolio comprised primarily of
Class A office and office/flex buildings, as well as commercial real estate
leasing, management, acquisition, development and construction businesses.
As of June 30, 1997, the Company owned 100 percent of 127 properties
encompassing approximately 11.8 million square feet (collectively, the
"Properties"). The Properties are comprised of 58 office properties
containing an aggregate of approximately 8.4 million square feet (the "Office
Properties"), 57 office/flex properties containing an aggregate of
approximately 3.0 million square feet (the "Office/Flex Properties"), six
industrial/warehouse properties containing an aggregate of approximately
400,000 square feet (the "Industrial/Warehouse Properties"), two multi-family
residential properties, two stand-alone retail properties, two land leases,
and land for the development of seven million square feet of office space.
As of June 30, 1997, the Office Properties, Office/Flex Properties and
Industrial/Warehouse Properties were approximately 96.5 percent leased to
approximately 1,100 tenants. The Company performs substantially all
construction, leasing, management and tenant improvements on an "in-house"
basis and is self-administered and self-managed. As of June 30, 1997, the
Company had 212 employees.
The Company's strategy has been to focus its development and
ownership of office 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, initially into sub-markets where it has, or can achieve,
similar status. Management believes that the recent trend towards
increasing rental and occupancy rates in office buildings in the
Company's sub-markets continues to present significant opportunities
for growth. The Company may also develop properties in such
sub-markets, particularly with a view towards potential utilization of
certain vacant land recently acquired or on which the Company holds
options. 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.
-2-
<PAGE>
Cali Associates, the entity to 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
buildings for the past 15 years. In addition to the Founders, the
Company's executive officers generally have been employed by the
Company and its predecessor for an average of approximately 10 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 capital stock of the Company, including the Common Stock, 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 the holders of its Common Stock. Distributions depend
upon a variety of factors, and there can be no assurance that
distributions will be made.
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. As of June 30, 1997, the
Company was the beneficial owner of approximately 90 percent of the
Operating Partnership and is its sole general partner. As used herein,
the term "Units" refers to limited partnership interests in 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.
The Company has an internet Web address at "http://www.calirealty.com."
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
-3-
<PAGE>
the ownership of the Company's Common Stock by the Selling Shareholders as of
July 31, 1997. 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.
-4-
<PAGE>
<TABLE>
<CAPTION>
Number of Number of Number of
Shares Owned Shares Shares to be
Prior to Registered Owned After
Name and Position with Company Offering(1) Hereby Offering(2)
- ------------------------------ ------------ ---------- ------------
<S> <C> <C> <C>
John J. Cali, Chairman of the Board (3) 7,100 7,000 100
Thomas A. Rizk, President, Chief
Executive Officer and Director(3) 343,222 191,667 151,555
John R. Cali, Chief Administrative
Officer(3) 370,555 315,000 55,555
Brant Cali, Chief Operating Officer,
Secretary and Director(3) 380,555 325,000 55,555
Brad W. Berger, Executive Vice
President and Director 15,000 15,000 0
Timothy M. Jones, Executive Vice
President 15,000 15,000 0
Barry Lefkowitz, Chief Financial
Officer 63,022 37,666 25,356
Roger W. Thomas, General Counsel
and Assistant Secretary 63,296 37,666 25,630
James Nugent, Vice President -
Leasing(3) 84,205 64,000 20,205
Albert Spring, Vice President -
Operations(3) 77,680 59,000 18,680
Angelo R. Cali, 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
Edward Leshowitz, Director(3)(4) 7,000 7,000 0
Alan G. Philibosian, Director 5,500 5,000 500
Irvin D. Reid, Director 2,000 2,000 0
Alan Turtletaub, Director 8,000 7,000 1,000
Robert F. Weinberg, Director 5,000 5,000 0
</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.
(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 July 31, 1997.
(3) Was a principal or officer of Cali Associates, the entity whose
business the Company succeeded in 1994.
(4) Resigned as Director effective June 1, 1997.
-5-
<PAGE>
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.
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,
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<PAGE>
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
190,000,000 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 June 30, 1997, 36,651,872 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.
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.
-7-
<PAGE>
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.
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.
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.
-8-
<PAGE>
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.
EXPERTS
The financial statements incorporated in this Prospectus by
reference to the Annual Reports on Form 10-K of the Company for the
year ended December 31, 1996, 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
combined financial statements of the Robert Martin Group included in
Cali Realty Corporation's current Report on Form 8-K/A dated March 28,
1997 have been audited by Ernst & Young LLP, independent auditors, as
set forth in their report incorporated herein by reference. Such
combined financial statements are incorporated herein by reference in
reliance upon such reports, given upon the authority of such firm as
experts in accounting and auditing.
-9-
<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 1,120,999 Shares
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 CALI REALTY CORPORATION
contained therein is correct as of any time
subsequent to the date hereof.
__________________________ Common Stock
TABLE OF CONTENTS
Page ___________________
Available Information 1 PROSPECTUS
Incorporation of Certain ___________________
Documents by Reference 1
The Company 2
Use of Proceeds 3
Selling Shareholders 3
Plan of Distribution 6
Description of Securities
to be Registered 7
Legal Matters 9
Experts 9 August 1, 1997
- -------------------------------------------- -----------------------------
- -------------------------------------------- -----------------------------
<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, 1996;
b. The Company's Quarterly Report on Form 10-Q (File No.
1-13274) filed for the fiscal quarter ended March 31, 1997;
c. The Company's Current Reports on Form 8-K dated January 31,
1997 and Form 8-K/A dated March 28, 1997 (File No. 1-13274);
d. The Company's Proxy Statement relating to the Annual Meeting
of Stockholders held on May 15, 1997; 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.
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
II-1
<PAGE>
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.
Item 7. Exemption from Registration Claimed.
Not applicable
Item 8. Exhibits.
4.1 - Form of Common Stock certificate(1)
5.1 - Opinion of Pryor, Cashman, Sherman & Flynn
23.1 - Consent of Pryor, Cashman, Sherman & Flynn (included in
Exhibit 5.1)
23.2 - Consent of Price Waterhouse LLP
23.3 - Consent of Ernst & Young LLP
____________________
(1) Incorporated herein by reference to Exhibit 5.1 to the
Company's Registration Statement on For 8-A filed with the Commission
on August 9, 1994.
II-2
<PAGE>
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.
(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.
II-3
<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
1st day of August, 1997.
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.
SIGNATURE TITLE DATE
/s/ Thomas A. Rizk President, Chief Executive August 1, 1997
- ---------------------
THOMAS A. RIZK Officer and Director
/s/ Barry Lefkowitz Vice President-Finance August 1, 1997
- ---------------------
BARRY LEFKOWITZ and Chief Financial
Officer
/s/ John J. Cali Chairman of the Board August 1, 1997
- ---------------------
JOHN J. CALI
/s/ Brad W. Berger Director and Executive August 1, 1997
- ---------------------
BRAD W. BERGER Vice President
/s/ Brant Cali Chief Operating Officer, August 1, 1997
- ---------------------
BRANT CALI Secretary and Director
/s/ Brendan T. Byrne Director August 1, 1997
- ---------------------
BRENDAN T. BYRNE
<PAGE>
SIGNATURE TITLE DATE
/s/ Angelo R. Cali Director August 1, 1997
- -----------------------
ANGELO R. CALI
/s/ Kenneth A. DeGhetto Director August 1, 1997
- -----------------------
KENNETH A. DeGHETTO
/s/ James W. Hughes Director August 1, 1997
- ------------------------
JAMES W. HUGHES
/s/ Alan G. Philibosian Director August 1, 1997
- ------------------------
ALAN G. PHILIBOSIAN
/s/ Irvin D. Reid Director August 1, 1997
- ------------------------
IRVIN D. REID
/s/ Alan Turtletaub Director August 1, 1997
- ------------------------
ALAN TURTLETAUB
/s/ Robert F. Weinberg Director August 1, 1997
- ------------------------
ROBERT F. WEINBERG
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
4.1 Form of Common Stock certificate(1)
5.1 Opinion of Pryor, Cashman, Sherman & Flynn
23.1 Consent of Pryor, Cashman, Sherman & Flynn
(included in Exhibit 5.1)
23.2 Consent of Price Waterhouse LLP
23.3 Consent of Ernst & Young LLP
__________________
(1) Incorporated herein by reference to Exhibit 5.1 to the Company's
Registration Statement on Form 8-A filed with the Commission on
August 9, 1994.
<PAGE>
EXHIBIT 5.1
[Letterhead of Pryor, Cashman, Sherman & Flynn]
August 1, 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 1,100,000 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,
PRYOR, CASHMAN, SHERMAN & FLYNN
<PAGE>
EXHIBIT 23.2
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 18, 1997, appearing in
Cali Realty Corporation's Annual Report on Form 10-K for the year ended
December 31, 1996. 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
August 1, 1997
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement on Form S-8 pertaining to the Employee and
Director Stock Option Plans and to the incorporation by reference therein of
our report dated February 21, 1997 with respect to the combined financial
statements of the Robert Martin Group included in the Current Report on Form
8-K/A of Cali Realty Corporation dated March 28, 1997, filed with Securities
and Exchange Commission.
/s/ Ernst & Young LLP
- -----------------------
Ernst & Young LLP
New York, New York
August 1, 1997
