FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 18, 1997
REGISTRATION NO. 333-19101
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
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)
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11 COMMERCE DRIVE
CRANFORD, NEW JERSEY 07016
(908) 272-8000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE,
OF PRINCIPAL EXECUTIVE OFFICES)
------------------------
JOHN J. CALI
CHAIRMAN OF THE BOARD
CALI REALTY CORPORATION
11 COMMERCE DRIVE
CRANFORD, NEW JERSEY 07016
(908) 272-8000
(908) 272-6755 (FACSIMILE)
(NAME AND ADDRESS OF AGENT FOR SERVICE)
------------------------
COPIES TO:
JONATHAN A. BERNSTEIN, ESQ.
BLAKE HORNICK, ESQ.
PRYOR, CASHMAN, SHERMAN & FLYNN
410 PARK AVENUE
NEW YORK, NEW YORK 10022
(212) 421-4100
(212) 326-0806 (FACSIMILE)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as possible after the Registration Statement becomes effective.
Pursuant to Rule 429 of the Securities Act of 1933, this Registration
Statement contains a combined prospectus which relates to this Registration
Statement and Registration Statements No. 33-96538 and 333-09081, both on Form
S-3.
<PAGE>
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
[ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================
Title of Shares to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered Aggregate Price Per Aggregate Offering Registration Fee
Unit Price(1)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Preferred Stock(2) $1,000,000,000(5) $303,030.30(6)(7)
- ---------------------------------------------------------------------------------------------------------------
Common Stock(3)
- ---------------------------------------------------------------------------------------------------------------
Warrants(4)
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee and
exclusive of accrued interest, if any.
(2) There are being registered hereunder an indeterminate number of shares of
Preferred Stock of the Registrant as may be sold, from time to time, by
the Registrant.
(3) There are being registered hereunder an indeterminate number of shares of
Common Stock of the Registrant as may be sold, from time to time, by the
Registrant. There are also being registered hereunder an indeterminate
number of shares of Common Stock of the Registrant as shall be issuable
upon conversion of or in exchange for convertible Preferred Stock or
Warrants registered hereby. No separate consideration will be received for
the Common Stock issuable upon conversion of or in exchange for
convertible Preferred Stock or Warrants.
(4) There are being registered hereunder an indeterminate number of Warrants
to purchase either Preferred Stock or Common Stock of the Registrant as
may be sold, from time to time, by the Registrant. Warrants may be sold
separately or with the Preferred Stock or Common Stock.
(5) Or an equivalent amount in another currency or currencies or as determined
by reference to an index or, if the securities are to be offered at a
discount, the approximate proceeds to the Registrant.
(6) Calculated in accordance with Rule 457(o) under the Securities Act of
1933.
(7) Pursuant to Rule 429 of the Securities Act of 1933, this Registration
Statement contains a combined prospectus relating to securities with an
aggregate initial offering price of up to: $250,000,000, covered by
Registration Statement No. 33-96538 on Form S-3; $500,000,000, covered by
Registration Statement No. 333-09081 on Form S-3; and $1,000,000,000,
covered by this Registration Statement No. 333-19101. The following
registration fees were paid with the filing of Registration Statement Nos.
33-96538, 333-09081 and 333-19101 with the Securities and Exchange
Commission on September 1, 1995, July 29, 1996 and December 31, 1996,
respectively: $86,206.90, $172,413.79 and $303,030.30. $80,518,750 and
$33,064,063 of securities, respectively, have not been sold under
Registration Statements No. 33-96538 and 333-09081.
<PAGE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A)
MAY DETERMINE.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
The information required in Items 15 through 17 hereunder is set forth in
Part II of the Registrant's initial filing of this Registration Statement, dated
December 31, 1996.
Item 14. Other Expenses Of Issuance And Distribution.
The following table sets forth estimated expenses (except for Commission
and NASD fees) to be incurred in connection with the issuance and distribution
of the securities being registered.
Commission Registration Fee $ 303,030.30
NASD Fee 30,500.00
NYSE Listing Fee 22,150.00
Printing and Engraving Expenses 100,000.00
Legal Fees and Expenses (other than Blue Sky) 350,000.00
Accounting Fees and Expenses 225,000.00
Blue Sky Fees and Expenses (including fees of counsel) 10,000.00
Miscellaneous 20,000.00
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Total $1,060,680.30
II-1
<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 the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York on this 18th day of
April, 1997.
CALI REALTY CORPORATION
By: /s/ John J. Cali
-------------------------
John J. Cali
Chairman Of The Board
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/ John J. Cali Chairman of the Board April 18, 1997
- --------------------------------
JOHN J. CALI
/s/ Thomas A. Rizk President, Chief April 18, 1997
- -------------------------------- Executive Officer,
THOMAS A. RIZK and Director
/s/ Barry Lefkowitz Chief Financial Officer April 18, 1997
- --------------------------------
BARRY LEFKOWITZ
/s/ Brad W. Berger Director and Executive April 18, 1997
- -------------------------------- Vice President
BRAD W. BERGER
/s/ Angelo R. Cali Director April 18, 1997
- --------------------------------
ANGELO R. CALI
/s/ Edward Leshowitz Director April 18, 1997
- --------------------------------
EDWARD LESHOWITZ
/s/ Brendan T. Byrne Director April 18, 1997
- --------------------------------
BRENDAN T. BYRNE
/s/ Kenneth A. DeGhetto Director April 18, 1997
- --------------------------------
KENNETH A. DeGHETTO
<PAGE>
/s/ James W. Hughes Director April 18, 1997
- --------------------------------
JAMES W. HUGHES
/s/ Irvin D. Reid Director April 18, 1997
- --------------------------------
IRVIN D. REID
/s/ Alan Turtletaub Director April 18, 1997
- --------------------------------
ALAN TURTLETAUB
/s/ Robert F. Weinberg Director April 18, 1997
- --------------------------------
ROBERT F. WEINBERG
/s/ Alan G. Philibosian Director April 18, 1997
- --------------------------------
ALAN G. PHILIBOSIAN
