<PAGE> 1
As filed with the Securities and Exchange Commission on May 23, 1997
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GLENBOROUGH REALTY TRUST INCORPORATED
(Exact name of Registrant as specified in its charter)
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MARYLAND 94-3211970
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(State of Other Jurisdiction (I.R.S. Employer
of Incorporation of Organization) Identification No.)
400 SOUTH EL CAMINO REAL, 11TH FLOOR, SAN MATEO, CALIFORNIA 94402
(Address of Principal Executive Offices)
1996 STOCK INCENTIVE PLAN
(Full Title of Plan)
----------------------------------------------
FRANK E. AUSTIN, ESQ.
SENIOR VICE PRESIDENT
GLENBOROUGH REALTY TRUST INCORPORATED
400 SOUTH EL CAMINO REAL, 11TH FLOOR
SAN MATEO, CALIFORNIA 94402
(Name and Address of Agent for Service)
(415) 343-9300
(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
STEVEN J. SCHRADER, ESQ.
JUSTIN L. BASTIAN, ESQ.
MORRISON & FOERSTER LLP
755 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1018
(415) 813-5600
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities to be Offering Price Aggregate Registration
to be Registered Registered(1) Per Share(2) Offering Fee
Price(2)
- --------------------- ----------------- ------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
Common Stock, $.001
par value per share 2,000,000 $21.00 $42,000,000 $12,728
</TABLE>
================================================================================
(1) Plus such indeterminate number of shares as may be issued resulting from
stock splits, stock dividends or similar transactions in accordance with
Rule 416 under the Securities Act of 1933.
(2) Estimated solely for the purpose of calculating the registration fee. This
amount was calculated pursuant to Rule 457(c) on the basis of $21.00 per
share, which was the average of the high and low prices of the shares of
Common Stock on the New York Stock Exchange on May 20, 1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
There are hereby incorporated by reference in this Registration
Statement the following documents and information previously filed by
Glenborough Realty Trust Incorporated (the "Company") with the Securities and
Exchange Commission (the "Commission"):
1. The Company's Annual Report on Form 10-K for the year
ended December 31, 1996;
2. The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997;
3. The Company's Current Reports on Form 8-K filed with
the Commission on February 5, 1997, March 19, 1997, April 23, 1997, April
24, 1997, April 25, 1997 and May 2, 1997, respectively;
4. The Company's Current Reports on Form 8-K/A, filed with
the Commission on February 24, 1997 and May 14, 1997; and
5. The description of the Company's Common Stock contained
in its Registration Statement on Form 8-A (File No. 1-14162).
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement, and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document 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 any other
subsequently filed document that is incorporated by reference herein modifies or
supersedes such earlier statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of the Prospectus.
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 Maryland General Corporation Law (the "Maryland GCL") permits
a Maryland corporation to include in its charter a provision limiting the
liability of its directors and officers to the corporation and its stockholders
for money damages except for (i) actual receipt of an improper benefit or profit
in money, property or services or
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(ii) active and deliberate dishonesty established by a final judgment as being
material to the cause of action. The Charter contains such a provision which
limits such liability to the maximum extent permitted by the Maryland GCL.
The Charter authorizes the Company to obligate itself to
indemnify its present and former officers and directors and to pay or reimburse
reasonable expenses for those individuals in advance of the final disposition of
a proceeding to the maximum extent permitted from time to time by the laws of
Maryland. The Bylaws of the Company obligate it to indemnify and advance
expenses to present, former and proposed directors and officers to the maximum
extent permitted by Maryland law. The Maryland GCL permits a corporation to
indemnify its present and former 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 (a) the act or omission of the director or officer was material
to the matter giving rise to the proceeding and (i) was committed in bad faith
or (ii) was the result of active and deliberate dishonesty, (b) the director or
officer actually received an improper personal benefit in money, property or
services, or (c) in the case of any criminal proceeding, the director or officer
had a reasonable cause to believe that the act or omission was unlawful.
However, a corporation may not indemnify for an adverse judgment in a suit by or
in the right of the corporation. In addition, the Maryland GCL requires the
Company, as conditions to advancing expenses, to obtain (i) a written
affirmation by the director or officer that the director or officer believes in
good faith he or she has met the standard of conduct necessary for
indemnification by the Company as authorized by the applicable Bylaws and (ii) a
written statement by or on behalf of the officer or director promising to repay
the amount paid or reimbursed by the Company if it shall ultimately be
determined that the standard of conduct was not met. The Bylaws of the Company
also permit the Company to provide indemnification and to advance expenses to a
present or former director or officer who served as a predecessor of the Company
in that capacity, and to any employee or agent of the Company, or a predecessor
of the Company. Finally, the Maryland GCL requires a corporation (unless its
charter provides otherwise, which the Company's Charter does not) to indemnify a
director or officer who has been successful on the merits, or otherwise, in the
defense of any proceeding to which the director or officer became a party by
reason of service in that capacity.
The Company has entered into indemnification agreements with each
of its directors and executive officers to provide them with indemnification to
the full extent permitted by the Charter and Bylaws of Company.
The Company has obtained an insurance policy to provide liability
coverage for directors and officers of the Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
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<PAGE> 4
Item 8. Exhibits.
The exhibits set forth in the Exhibit Index herein are
incorporated by reference into this Item 8.
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;
(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;
(iii) 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 the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose 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 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.
(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 Section 15(d) of the
Exchange Act (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.
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(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 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 or 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.
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<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Glenborough Realty Trust Incorporated, 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 San Mateo,
State of California, on May 23, 1997.
GLENBOROUGH REALTY TRUST
INCORPORATED
By: /s/ Robert Batinovich
--------------------------
Robert Batinovich
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Robert Batinovich,
Andrew Batinovich, Sandra L. Boyle and Frank E. Austin as his/her true and
lawful attorneys-in-fact and agents, jointly and severally, with full power of
substitution and resubstitution, for and in his/her stead, in any and all
capacities, to sign on his/her behalf the Registration Statement on Form S-8 and
to execute any amendments thereto (including post-effective amendments) or
certificates that may be required in connection with this Registration
Statement, and to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the Securities and Exchange Commission
and granting unto said attorneys-in-fact and agents, jointly and severally, the
full power and authority to do and perform each and every act and thing
necessary or advisable to all intents and purposes as he/she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, jointly and severally, or his/her substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Robert Batinovich Chairman, President and Chief Executive May 23, 1997
----------------------- Officer
Robert Batinovich
/s/ Andrew Batinovich Director, Executive Vice President, Chief May 23, 1997
--------------------- Operating Officer and Chief Financial
Andrew Batinovich Officer
/s/ Sandra L. Boyle Senior Vice President May 23, 1997
-----------------------
Sandra L. Boyle
/s/ Frank E. Austin Senior Vice President, General Counsel and May 23, 1997
----------------------- Secretary
Frank E. Austin
/s/ Terri Garnick Senior Vice President and Chief Accounting May 23, 1997
----------------------- Officer
Terri Garnick
/s/ Patrick Foley Director May 23, 1997
-----------------------
Patrick Foley
/s/ Richard A. Magnuson Director May 23, 1997
-----------------------
Richard A. Magnuson
/s/ Laura Wallace Director May 23, 1997
-----------------------
Laura Wallace
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C> <C>
4.1* Articles of Amendment and Restatement of Articles.
4.2** Bylaws of the Company.
5.1 Opinion of Morrison & Foerster LLP.
23.1 Consent of Arthur Andersen LLP, independent public
accountants.
23.2 Consent of Morrison & Foerster LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included on the signature page hereto).
</TABLE>
* Incorporated by reference to Exhibit 3.02 filed with Registrant's
Registration Statement on Form S-11 (File No. 333-09411) filed on August 1,
1996.
** Incorporated by reference to Exhibit 3.01 filed with Registrant's
Registration Statement on Form S-11 (File No. 333-09411) filed on August 1,
1996.
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<PAGE> 1
EXHIBIT 5.1
May 21, 1997
Glenborough Realty Trust Incorporated
400 South El Camino Real
San Mateo, CA 94402-1708
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-8
to be filed by Glenborough Realty Trust Incorporated (the "Company") with the
Securities and Exchange Commission (the "SEC") in connection with the
registration under the Securities Act of 1933, as amended, of an aggregate of
2,000,000 shares of the Company's Common Stock, $.001 par value (the "Stock")
which will be issuable under the 1996 Stock Incentive Plan.
As your counsel in connection with the Registration Statement, we have
examined the proceedings taken by you in connection with the adoption of the
Plan and the authorization of the issuance of the shares of Common Stock under
the Plan (the "Plan Shares") and such documents as we have deemed necessary to
render this opinion.
Based upon the foregoing, it is our opinion that the Plan Shares, when
issued and outstanding pursuant to the terms of the Plan, will be validly
issued, fully paid and nonassessable shares of Common Stock.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/Morrison & Foerster LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to
the use of our reports dated January 27, 1997, with respect to the consolidated
financial statements of Glenborough Realty Trust Incorporated, the combined
financial statements of the GRT Predecessor Entities, the consolidated financial
statements of Glenborough Hotel Group, and the financial statements of
Glenborough Inland Realty Corporation on Form 10-K for the year ended December
31, 1996, incorporated by reference into this Registration Statement and
related Prospectus of Glenborough Realty Trust Incorporated.
We also consent to the inclusion of our report dated February 15, 1997,
with respect to the financial statements of Atlantic Pacific Assurance Company
Limited included on Form 10-K for the year ended December 31, 1996, incorporated
by reference into this Registration Statement and related Prospectus of
Glenborough Realty Trust Incorporated.
We also consent to the inclusion of our report dated July 9, 1996, with
respect to the statement of revenues and certain expenses of the University Club
Tower, which report is included on Form 8-K/A filed on February 24, 1997, and
incorporated by reference into this Registration Statement and related
Prospectus of Glenborough Realty Trust Incorporated.
We also consent to the inclusion of our report dated July 9, 1996, with
respect to the statement of revenues and certain expenses of the TRP Properties,
which report is included on Forms 8-K/A filed on February 24, 1997, and
incorporated by reference into this Registration Statement and related
Prospectus of Glenborough Realty Trust Incorporated.
We also consent to the inclusion of our report dated November 15, 1996,
with respect to the statement of revenues and certain expenses of the Carlsberg
Properties, which report is included on Forms 8-K/A filed on February 24, 1997,
and incorporated by reference into this Registration Statement and related
Prospectus of Glenborough Realty Trust Incorporated.
We also consent to the inclusion of our report dated January 31, 1997, with
respect to the statement of revenues and certain expenses of the E&L Properties,
which report is included on Form 8-K/A filed on May 14, 1997, and incorporated
by reference into this Registration Statement and related Prospectus of
Glenborough Realty Trust Incorporated.
We also consent to the inclusion of our report dated February 11, 1997,
with respect to the statement of revenues and certain expenses of the CIGNA
Properties, which report is included on Form 8-K/A filed on May 14, 1997,
and incorporated by reference into this Registration Statement and related
Prospectus of Glenborough Realty Trust Incorporated.
We also consent to the inclusion of our report dated May 12, 1997, with
respect to the statements of revenues and certain expenses of the 700
S. Washington, Southworth-Milton and Fisher-Pierce which report is included
on Form 8-K/A filed on May 14, 1997, and incorporated by reference into this
Registration Statement and related Prospectus of Glenborough Realty Trust
Incorporated.
We also consent to the inclusion of our report dated May 12, 1997, with
respect to the statement of revenues and certain expenses of the Riverview
Property, which report is included on Form 8-K/A filed on May 14, 1997, and
incorporated by reference into this Registration Statement and related
Prospectus of Glenborough Realty Trust Incorporated.
ARTHUR ANDERSEN LLP
San Francisco, California
May 21, 1997
