<PAGE>
As filed with the Securities and Exchange Commission on December 19, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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WEEKS CORPORATION
(Exact name of registrant as specified in its charter)
GEORGIA 58-152522
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4497 PARK DRIVE
NORCROSS, GEORGIA 30093
(Address, including zip code, of registrant's principal executive offices)
WEEKS CORPORATION INCENTIVE STOCK PLAN
(Full title of the plan)
A. RAY WEEKS, JR.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
WEEKS CORPORATION
4497 PARK DRIVE
NORCROSS, GEORGIA 30093
(Name and address of agent for service)
(770) 923-4076
(Telephone number, including area code, of agent for service)
COPIES TO:
JOHN J. KELLEY III
KING & SPALDING
191 PEACHTREE STREET
ATLANTA, GEORGIA 30303-1763
(404) 572-4600
<TABLE>
CALCULATION OF REGISTRATION FEE
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<CAPTION>
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered Per Share(1) Offering Price(1) Fee
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<S> <C> <C> <C> <C>
Common Stock,
par value $.01 per share 390,000 shares $ 30.1875 $ 11,773,125 $ 3,568
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</TABLE>
(1) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(h) on the basis of the average of the high and low sales prices
per share of Common Stock of Weeks Corporation as reported on the New York
Stock Exchange on December 18, 1996.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Weeks Corporation (the
"Company") with the Securities and Exchange Commission (File No. 011-13254) are
incorporated herein by reference:
(i) Annual Report on Form 10-K for the year ended December 31, 1995;
(ii) Quarterly Report on Form 10-Q for the quarter ended March 31, 1996;
(iii) Quarterly Report on Form 10-Q for the quarter ended June 30, 1996;
(iv) Quarterly Report on Form 10-Q for the quarter ended September 30,
1996;
(v) Current Report on Form 8-K dated August 9, 1996 and filed on August
22, 1996, as amended by Form 8-K/A dated August 9, 1996 and filed on
October 18, 1996;
(vi) Current Report on Form 8-K dated November 1, 1996 and filed on
November 6, 1996, as amended by Form 8-K/A dated November 1, 1996
and filed on November 8, 1996;
(vii) Current Report on Form 8-K, dated November 5, 1996 and filed on
November 6, 1996;
(viii) Current Report on Form 8-K, dated November 7, 1996, and filed on
November 12, 1996, as amended by Form 8-K/A dated November 7, 1996
and filed on November 13, 1996; and
(ix) Registration statement on Form 8-A dated August 12, 1994,
registering the Company's Common Stock under Section 12(b) of the
Exchange Act.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") subsequent to the date of this Registration Statement and prior to the
filing of a post-effective amendment to this Registration Statement that
indicates that all securities offered hereunder have been sold or that
deregisters all such securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Inapplicable.
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Common Stock covered by this Registration
Statement has been passed upon for the Company by King & Spalding, Atlanta,
Georgia. George D. Busbee, a director of the Company, is of counsel to King &
Spalding.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by the Georgia Business Corporation Code (the "GBCC"), the
Company's Amended and Restated Articles of Incorporation (the "Articles")
provide that a director shall not be personally liable to the Company or its
shareholders for monetary damages for breach of duty of care or any other duty
as a director, except that such provision shall not eliminate or limit the
liability of a director (a) for any appropriation, in violation of his duties,
of any business opportunity of the Company, (b) for acts or omissions that
involve intentional misconduct or a knowing violation of law, (c) for approving
or assenting to unlawful corporate distributions or (d) for any transaction from
which the director received an improper personal benefit. The Articles further
provide that if the GBCC is amended to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director of the Company shall be eliminated or limited to the fullest
extent permitted by the GBCC, as amended.
Under Article VI of the Company's Bylaws, the Company is required to
indemnify to the fullest extent permitted by the GBCC any individual made a
party to a proceeding (as defined in the GBCC) because he is or was a director
or officer, against liability (as defined in the GBCC) incurred in the
proceeding, if he acted in a manner he believed in good faith to be in or not
opposed to the best interests of the Company and, in the case of any criminal
proceeding, he had no reasonable cause to believe his conduct was unlawful. The
Company is required to pay for or reimburse the reasonable expenses incurred by
a director or officer who is a party to a proceeding in advance of final
disposition of the proceeding if:
(a) Such person furnishes the Company a written affirmation of his good
faith belief that he has met the standard of conduct set forth
above; and
(b) Such person furnishes the Company a written undertaking, executed
personally or on his behalf, to repay any advances if it is
ultimately determined that he is not entitled to indemnification.
The written undertaking required by paragraph (b) above must be an unlimited
general obligation of such person but need not be secured and may be accepted
without reference to financial ability to make repayment.
The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in Article
VI of the Company's Bylaws are not exclusive of any other right which any person
may have under any statute, provision of the Company's Articles, provision of
the Company's Bylaws, agreement, vote of shareholders or disinterested directors
or otherwise. The agreement of limited partnership of Weeks Realty, L.P. (the
"Partnership Agreement") also provides for indemnification of the Company and
its officers and directors so long as they acted in good faith, except that
Weeks Realty, L.P. (the "Operating Partnership") shall not indemnify any such
person for any intentional misconduct or knowing violation of law or for any
transaction for which such person received a personal benefit in violation or
breach of any provision of the Partnership Agreement, and limits the liability
of the Company and its officers and directors to the Operating Partnership and
its partners except for matters for which they are not indemnified.
The Company's directors and officers are insured against losses arising
from any claim against them as such for wrongful acts or omissions, subject to
certain limitations. The Company's directors and officers are insured against
damages from actions and claims incurred in the course of their duties, and the
Company is insured against expenses incurred in defending lawsuits arising from
certain alleged acts of its directors and officers.
-2-
<PAGE>
The Company has entered into indemnification agreements with each of the
Company's directors. The indemnification agreements require, among other things,
that the Company indemnify its directors to the fullest extent permitted by
applicable law as enacted or amended, and advance to directors all reasonable
expenses incurred in a proceeding in which the director was made a party because
he is or was a director of the Company, subject to reimbursement if it is
subsequently determined that indemnification is not permitted. The Company also
must indemnify and advance all reasonable expenses incurred by directors seeking
to enforce their rights under the indemnification agreements, and cover
directors under the Company's directors' and officers' liability insurance.
Although the indemnification agreements offer substantially the same scope of
coverage afforded by provisions in the Company's Bylaws, they provide greater
assurance to directors that indemnification will be available, because, as
contracts, they cannot be modified unilaterally in the future by the Board of
Directors or by the shareholders to eliminate the rights provided thereunder.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Inapplicable.
<TABLE>
ITEM 8. EXHIBITS.
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C>
5.1 Opinion of King & Spalding regarding the validity of the
securities being registered
23.1 Consent of King & Spalding (included as part of Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Ernst & Young LLP
24.1 Power of Attorney (included on page 7)
99.1 Amendment to Weeks Corporation Incentive Stock Plan, dated May 21,
1996
</TABLE>
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:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended (the
"Securities Act");
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would
not exceed that which was registered) and any deviation
from the low or high and of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement; and
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<PAGE>
(iii) 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 purposes of determining any liability under the Securities
Act, 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, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) 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 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, 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 Securities 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
Securities Act and will be governed by the final adjudication of such
issue.
EXPERTS
The consolidated and combined financial statements and related financial
statement schedule of the Company included in the Company's Annual Report on
Form 10-K for the year ended December 31, 1995, incorporated by reference in
this Registration Statement have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and have been incorporated herein in reliance upon the authority of
such firm as experts in giving such reports.
The combined statement of revenue and certain expenses of the
Principal Properties included in the Company's Current Report on Form 8-K dated
August 9, 1996 and filed on August 22, 1996, as amended by Form 8-K/A dated
August 9, 1996 and filed on October 18, 1996, incorporated by reference in this
Registration Statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with respect thereto, and have
been incorporated herein in reliance upon the authority of such firm as experts
in giving such report.
The combined financial statements of Lichtin Properties included in the
Company's Current Report on Form 8-K dated November 5, 1996 and filed on
November 6, 1996, incorporated by reference in this Registration Statement have
been audited by Arthur Andersen LLP,
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<PAGE>
independent public accountants, as indicated in their report with respect
thereto, and have been incorporated herein in reliance upon the authority of
such firm as experts in giving such report.
The combined financial statements of NWI Warehouse Group, included in the
Company's Current Report on Form 8-K dated November 1, 1996 and filed on
November 6, 1996, as amended by Form 8-K/A dated November 1, 1996 and filed on
November 8, 1996, incorporated by reference in this Registration Statement have
been audited by Ernst & Young LLP, independent auditors, as indicated in their
report with respect thereto, and have been incorporated herein in reliance upon
the authority of such firm as experts in giving such report .
-5-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 the city of Atlanta, state of Georgia on this 19th day of
December, 1996.
WEEKS CORPORATION
By: /s/ David P. Stockert
------------------------------------
David P. Stockert
Senior Vice President and
Chief Financial Officer
We, the undersigned directors and officers of Weeks Corporation, do hereby
constitute and appoint A. Ray Weeks, Jr., Thomas D. Senkbeil, Forrest W Robinson
and David P. Stockert, and each and any of them, our true and lawful attorneys-
in-fact and agents, to do any and all acts and things in our names and on our
behalf in our capacities as directors and officers and to execute any and all
instruments for us and in our name in the capacities indicated below, which said
attorneys-in-fact and agents, or any of them, may deem necessary or advisable in
order to enable Weeks Corporation to comply with the Securities Act of 1933 and
any rules, regulations and any requirements of the Securities and Exchange
Commission, in connection with this registration statement, including
specifically, but without limitation, power and authority to sign for us or any
of us in our names in the capacities indicated below, any and all amendments
(including post-effective amendments) hereto; and we do hereby ratify and
confirm all that said attorneys-in-fact and agents, or any of them, shall do or
cause to be done by virtue thereof.
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 indicated as of the 19th day of December, 1996.
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<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ A. Ray Weeks, Jr.
- ------------------------------------ Chairman of the Board and Chief
A. Ray Weeks, Jr. Executive Officer and Director
(Principal Executive Officer)
/s/ Thomas D. Senkbeil
- ------------------------------------ Vice Chairman of the Board and Chief
Thomas D. Senkbeil Investment Officer and Director
/s/ Forrest W. Robinson
- ------------------------------------ President and Director
Forrest W. Robinson
/s/ John W. Nelley, Jr.
- ------------------------------------ Executive Vice President
John W. Nelley, Jr. and Director
/s/ David P. Stockert
- ------------------------------------ Senior Vice President and Chief
David P. Stockert Financial Officer (Principal Financial
Officer)
/s/ Arthur J. Quirk
- ------------------------------------ Vice President and Controller
Arthur J. Quirk (Principal Accounting Officer)
/s/ Barrington H. Branch
- ------------------------------------ Director
Barrington H. Branch
/s/ George D. Busbee
- ------------------------------------ Director
George D. Busbee
/s/ Charles R. Eitel
- ------------------------------------ Director
Charles R. Eitel
/s/ William O. McCoy
- ------------------------------------ Director
William O. McCoy
</TABLE>
-7-
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE
NO. ----------- NUMBER
- ------- -------
<S> <C> <C>
5.1 Opinion of King & Spalding regarding the validity of the securities being registered
23.1 Consent of King & Spalding (included as part of Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Ernst & Young LLP
24.1 Power of Attorney (included on page 7)
99.1 Amendment to Weeks Corporation Incentive Stock Plan, dated May 21, 1996
</TABLE>
-8-
<PAGE>
[LETTERHEAD OF KING & SPALDING APPEARS HERE]
December 19, 1996
Weeks Corporation
4497 Park Drive
Norcross, Georgia 30093
Re: Weeks Corporation -- Registration Statement on Form S-8
relating to 390,000 shares of Common Stock
-------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel for Weeks Corporation, a Georgia corporation
(the "Company"), in connection with the preparation of the Registration
Statement on Form S-8 (the "Registration Statement") filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, relating
to the offering and sale of up to 390,000 shares (the "Shares") of common stock,
par value $.01 per share, of the Company that may be issued by the Company
pursuant to the Weeks Corporation Incentive Stock Plan, as amended (the "Plan").
As such counsel, we have examined and relied upon such records, documents,
certificates and other instruments as in our judgment are necessary or
appropriate to form the basis for the opinions hereinafter set forth. In all
such examinations, we have assumed the genuineness of signatures on original
documents and the conformity to such original documents of all copies submitted
to us as certified, conformed or photographic copies, and as to certificates of
public officials, we have assumed the same to have been properly given and to be
accurate.
For purposes of the opinion set forth in clause (ii) below, we have assumed
that the Shares that may be issued pursuant to the Plan will continue to be duly
authorized on the dates of such issuance.
The opinions expressed herein are limited in all respects to the federal laws
of the United States of America and the corporate law of the State of Georgia,
and no opinion is expressed with respect to the laws of any other jurisdiction
or any effect which such laws may have on the opinions expressed herein. This
opinion is limited to the matters stated herein, and no opinion is implied or
may be inferred beyond the matters expressly stated herein.
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 19,
1996 included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1995, our report dated September 27, 1996 included in the
Company's Current Report on Form 8-K dated August 9, 1996 and filed on August
22, 1996, as amended by Form 8-K/A dated August 9, 1996 and filed on October
18, 1996, our report dated September 24, 1996 included in the Company's
Current Report on Form 8-K dated November 5, 1996 and filed on November 6,
1996, and to all references to our firm included in this registration
statement.
Arthur Andersen LLP
Atlanta, Georgia
December 18, 1996
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) pertaining to the Weeks Corporation
Incentive Stock Plan and to the incorporation by reference therein of our
report dated September 27, 1996, with respect to the combined financial
statements of NWI Warehouse Group included in the Form 8-K of Weeks
Corporation dated November 1, 1996, filed with the Securities and Exchange
Commission.
Ernst & Young LLP
Atlanta, Georgia
December 18, 1996
<PAGE>
AMENDMENT
TO
WEEKS CORPORATION
INCENTIVE STOCK PLAN
The Incentive Stock Plan of Weeks Corporation (the "Plan") hereby is
amended in accordance with the terms of this Amendment to Weeks Corporation
Incentive Stock Plan (the "Amendment").
WHEREAS, Weeks Corporation (the "Company") adopted the Plan on August 12,
1994, to attract and provide incentives to officers, key employees and directors
of the Company;
WHEREAS, the Plan reserves 610,000 shares of the common stock, par value
$.01 per share, of the Company ("Common Stock") for use under the Plan, of which
508,242 shares currently are subject to outstanding options or restricted stock
awards granted pursuant to the Plan;
WHEREAS, the Board of Directors believes it is in the best interests of the
Company to increase the number of shares of Common Stock reserved for issuance
under the Plan by an additional 390,000 shares; and
WHEREAS, this Amendment has been approved by the Company's shareholders in
accordance with the Bylaws of the Company;
NOW, THEREFORE, the Plan hereby is amended, effective as of the date that
this Amendment is executed by a duly authorized officer of the Company, by
deleting in its entirety the first sentence of Section 3 of the Plan and
replacing it with the following:
"There shall be 1,000,000 shares of Stock reserved for use under this
Plan."
Except as amended and modified by this Amendment, all terms and provisions
of the Plan shall be and remain in full force and effect.
IN WITNESS WHEREOF, the Company has caused its duly authorized
officer to execute this Amendment to evidence its adoption hereof.
WEEKS CORPORATION
By: /s/ A.R. Weeks, Jr.
------------------------
Date: May 21, 1996
----------------------
