<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 4, 1999
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MACK-CALI REALTY CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
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 (Zip Code)
(Address, including telephone number, of
Principal Executive Offices)
</TABLE>
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DEFERRED COMPENSATION PLAN FOR DIRECTORS
(Full Title of the Plans)
Copies to:
<TABLE>
<S> <C>
ROGER W. THOMAS, ESQ. JONATHAN A. BERNSTEIN, ESQ.
General Counsel BLAKE HORNICK, ESQ.
Mack-Cali Realty Corporation Pryor Cashman Sherman & Flynn LLP
11 Commerce Drive 410 Park Avenue
Cranford, New Jersey New York, New York 10022
(908) 272-8000 (212) 421-4100
</TABLE>
(Names, addresses and telephone numbers of agents for service)
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE PER AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED * SHARE ** OFFERING PRICE FEE
<S> <C> <C> <C> <C>
Common Stock ($0.01 par value)............. 580,000 shares $32.1250 $18,632,500 $5,646.21
</TABLE>
* All of the securities registered hereby are issuable under the Plan.
** 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 June 3, 1999.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<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:
(1) Our Annual Report on Form 10-K (File No. 1-13274) for the fiscal year ended
December 31, 1998;
(2) Our Quarterly Report on Form 10-Q (File No. 1-13274) for the fiscal quarter
ended March 31, 1999;
(3) Our Current Reports on Form 8-K (File No. 1-13274) dated April 19, 1999 and
May 24, 1999;
(4) Our Proxy Statement relating to our Annual Meeting of Stockholders held on
May 19, 1999; and
(5) The description of our common stock and the description of certain
provisions of the laws of the State of Maryland and our articles of
incorporation and bylaws, both contained in our Registration Statement on
Form 8-A, dated August 9, 1994.
The information we incorporate by reference is considered to be part of this
prospectus and information that we file later with the Securities and Exchange
Commission automatically will update and supersede such information. We
incorporate by reference the documents listed above and any future filings we
make with the Securities and Exchange Commission under Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our officers and directors are indemnified under Maryland law, the Articles
of Incorporation and the Second Amended and Restated Agreement of Limited
Partnership of the Operating Partnership, as amended (the "Partnership Agreement
of the Operating Partnership"), against certain liabilities. The Articles of
Incorporation require us to indemnify our 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 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, or the director or officer was adjudged to be liable
to the corporation for the act or omission. No amendment of our Articles of
Incorporation 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 us 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.
1
<PAGE>
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 stockholders for money damages, with specified exceptions.
The MGCL does not, however, permit the liability of directors and officers to
the corporation or its stockholders 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. Our Articles of Incorporation 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 us and our officers and directors to the same extent
indemnification is provided to our officers and directors in our Articles of
Incorporation, and limits the liability of us and our officers and directors to
the Operating Partnership and its partners to the same extent liability of our
officers and directors to our stockholders is limited under our Articles of
Incorporation.
In addition, the Delaware Revised Limited Partnership Act provides that a
limited partner has the power to indemnify and hold harmless any partner or
other person from and against any and all claims and demands whatsoever, subject
to such standards and restrictions, if any, as are set forth in its partnership
agreement.
We have entered into indemnification agreements with each of our directors
and officers. The indemnification agreements require, among other things, that
we indemnify our 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. We 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 our 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 the 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.
<TABLE>
<C> <S>
4.1 Form of Common Stock certificate(1)
5.1 Opinion of Pryor Cashman Sherman & Flynn LLP
10.1 Deferred Compensation Plan for Directors
23.1 Consent of Pryor Cashman Sherman & Flynn LLP (included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
</TABLE>
- ------------------------
(1) Incorporated herein by reference to Exhibit 4.1 to our registration
statement on Form S-3 filed with the Securities and Exchange Commission on
January 16, 1998.
2
<PAGE>
ITEM 9. UNDERTAKINGS.
We, the undersigned Registrant, hereby undertake:
(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 this registration statement or any material change to such
information in this 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 herein, 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.
We hereby further undertake that, for the purposes of determining any
liability under the Securities Act of 1933, each filing of our annual reports
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in this 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.
We hereby further undertake that:
(1) For the purpose of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance under Rule 430A and contained in a
form of prospectus filed by us pursuant to Rule 424(b)(1) or 497(h) under
the Securities Act of 1933 shall be deemed to be part of this registration
statement at the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by us of expenses incurred or paid by
one of our directors, officers or controlling persons 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, we will,
unless in the opinion of our counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by us is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, we
certify that we have reasonable grounds to believe that we meet all the
requirements for filing on Form S-8 and have duly caused this registration
statement to be signed on our behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York on this 4th day of June,
1999.
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<S> <C> <C>
MACK-CALI REALTY CORPORATION
By: /s/ MITCHELL E. HERSH
-----------------------------------------
Mitchell E. Hersh
CHIEF EXECUTIVE OFFICER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ --------------------------- -------------------
<C> <S> <C>
/s/ MITCHELL E. HERSH Chief Executive Officer
- ------------------------------ and Director June 4, 1999
Mitchell E. Hersh
/s/ BARRY LEFKOWITZ Executive Vice President
- ------------------------------ and June 4, 1999
Barry Lefkowitz Chief Financial Officer
/s/ JOHN J. CALI Chairman of the Board
- ------------------------------ June 4, 1999
John J. Cali
/s/ WILLIAM L. MACK Director
- ------------------------------ June 4, 1999
William L. Mack
/s/ MARTIN S. BERGER Director
- ------------------------------ June 4, 1999
Martin S. Berger
/s/ BRENDAN T. BYRNE Director
- ------------------------------ June 4, 1999
Brendan T. Byrne
/s/ BRANT CALI Director
- ------------------------------ June 4, 1999
Brant Cali
/s/ NATHAN GANTCHER Director
- ------------------------------ June 4, 1999
Nathan Gantcher
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ --------------------------- -------------------
<C> <S> <C>
/s/ MARTIN D. GRUSS Director
- ------------------------------ June 4, 1999
Martin D. Gruss
/s/ EARLE I. MACK Director
- ------------------------------ June 4, 1999
Earle I. Mack
/s/ ALAN G. PHILIBOSIAN Director
- ------------------------------ June 4, 1999
Alan G. Philibosian
/s/ IRVIN D. REID Director
- ------------------------------ June 4, 1999
Irvin D. Reid
/s/ VINCENT TESE Director
- ------------------------------ June 4, 1999
Vincent Tese
/s/ ROY J. ZUCKERBERG Director
- ------------------------------ June 4, 1999
Roy J. Zuckerberg
</TABLE>
5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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<C> <S>
4.1 - Form of Common Stock certificate(1)
5.1 - Opinion of Pryor Cashman Sherman & Flynn LLP
10.1 - Deferred Compensation Plan for Directors
23.1 - Consent of Pryor Cashman Sherman & Flynn LLP (included in Exhibit 5.1)
23.2 - Consent of PricewaterhouseCoopers LLP
</TABLE>
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(1) Incorporated herein by reference to Exhibit 4.1 to our registration
statement on Form S-3 filed with the Securities and Exchange Commission on
January 16, 1998.
6
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF PRYOR CASHMAN SHERMAN & FLYNN LLP]
June 4, 1999
Mack-Cali Realty Corporation
11 Commerce Drive
Cranford, New Jersey 07016
Ladies and Gentlemen:
We are acting as counsel to Mack-Cali Realty Corporation, a Maryland
corporation (the "Company"), in connection with the Registration Statement on
Form S-8, File No. 333- (the "Registration Statement"), as filed by the
Company with the Securities and Exchange Commission with respect to the
registration under the Securities Act of 1933, as amended (the "Act"), of
580,000 shares (the "Shares") of the common stock, par value $0.01 per share, of
the Company for delivery under the Company's Deferred Compensation Plan for
Directors (the "Plan").
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 securities 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 Plan, will
be legally issued, fully-paid and non-assessable under the laws of the State of
Maryland.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
This opinion is furnished in connection with the transactions covered
hereby. This opinion may not be relied upon by you for any other purpose, or
furnished to, quoted to, or relied upon by any other person, firm or corporation
for any purpose, without our prior written consent.
Very truly yours,
/s/ Pryor Cashman Sherman & Flynn LLP
<PAGE>
EXHIBIT 10.1
DEFERRED COMPENSATION PLAN FOR DIRECTORS
(EFFECTIVE JANUARY 1, 1999)
A. INTRODUCTION
The Deferred Compensation Plan for Directors (the "Plan") will permit non-
employee members ("Directors") of the Board of Directors (the "Board") of
Mack-Cali Realty Corporation ("Mack-Cali"), on an individual election basis, to
defer all or part of the annual retainer compensation they are entitled to as an
outside Director of Mack-Cali until such time as service on the Board terminates
or a change in control occurs.
B. PURPOSE
To provide Directors with maximum opportunity and flexibility in the
planning of their personal financial resources and to further align Directors'
interests with those of shareholders.
C. MANNER OF DEFERRAL OF COMPENSATION
Initially, current outside Directors must make their deferral election
simultaneous with final Board approval of this form of Plan, effective for the
1999 calendar year. Thereafter, at, or prior to the time of election to the
Board, and prior to the right to receive any Board compensation for the initial
elected term, a Director may elect to defer all or a specified portion of the
annual retainer to be paid each year.
An election to defer will be irrevocable for the duration of each calendar
year that the Director serves on the Board of Directors. The Director may modify
the deferral election for any future year by written notice to Mack-Cali prior
to January 1st of that future year. In the absence of a modification, the same
percentage of compensation shall be deferred for the next year.
The compensation deferred will be credited to the Director's deferred
compensation account 25% each quarter on the related dividend record date for
that quarter (the "Deferral Date"). Such deferred compensation will be prorated
for any Director not serving an entire year.
Deferral of compensation shall have no effect on any other
compensation-related benefits received by a Director or on any fees for
attending meetings.
D. INVESTMENT IN UNITS BASED ON MACK-CALI STOCK VALUE
All compensation deferred pursuant to the Plan shall be accounted for in the
manner set forth below until fully paid to the Director.
The Director's account will be credited with the hypothetical number of
stock units ("Units"), calculated to the nearest thousandths of a Unit,
determined by dividing the amount of compensation deferred on the Deferral Date
by the closing market price of Mack-Cali Common Stock (par value $.01) as
reported on the Consolidated Tape of the New York Stock Exchange listed shares
for the Deferral Date. The Director's account will also be credited with the
number of Units determined by multiplying the number of Units in the Director's
account by any cash dividends declared by the Company on its Common Stock and
dividing the product by the closing market price of the Company's common stock
as reported on the Consolidated Tape of the New York Stock Exchange listed
shares on the related dividend record date. Any stock dividends declared by
Mack-Cali on its Common Stock shall result in a proportionate increase in Units
in the Director's account as if said Director held shares of Common Stock equal
to the number of Units in the Director's account.
<PAGE>
E. RECAPITALIZATION
If, as a result of recapitalization of Mack-Cali (including stock splits),
the Company's outstanding shares of Common Stock shall be changed into a greater
or smaller number of shares, the number of Units credited to a Director's
account shall be appropriately adjusted on the same basis.
F. PAYMENT OF DEFERRED COMPENSATION
Payment of a Director's deferred compensation account may only be made after
either (i) the Director's service on the Board has terminated or (ii) there has
been a change in control of Mack-Cali. A change in control will be deemed to
have occurred in the event that a change in control occurs under any of the
employment agreements applicable to any Executive Vice President, the President
or Chief Executive Officer of Mack-Cali. Payment will be made in a single lump
sum payment in shares of Common Stock in an amount equal to the number of Units
in the Director's account on (or as soon thereafter as practical) termination of
service from the Board or a change in control. Notwithstanding anything
contained herein to the contrary any Director may elect in their deferral
election to continue to defer payment of the deferred compensation in his
Director's account until such time as he no longer serves upon either the
Advisory Board of Mack-Cali (the "Advisory Board") in the event said Director
is, upon termination of service on the Board, appointed to the Advisory Board,
or the Board (if reappointed thereto).
G. SURVIVOR PAYOUT
In the event of a Director's death prior to receiving payment, the value of
the Director's account on the date of the Director's death shall be determined
and paid to the beneficiary(s) designated by the Director (or, failing such
designation, to the Director's estate) in a single lump sum of shares of Common
Stock, as soon as practicable after the Director's death.
H. ASSIGNABILITY
No right to receive payment of deferred compensation shall be transferable
or assignable by a participant except by will or laws of descent and
distribution.
I. AMENDMENT OF THE PLAN
This Plan may be amended, suspended or terminated at any time by the Board
of Directors of Mack-Cali. However, no amendment, suspension or termination of
the Plan may, without the consent of a participant, alter or impair any of the
rights previously granted under the Plan.
2
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-8 (No. 333- ) of
our report dated February 23, 1999, appearing in Mack-Cali Realty Corporation's
Annual Report on Form 10-K for the year ended December 31, 1998.
PricewaterhouseCoopers LLP
New York, New York
June 4, 1999
