As filed with the Securities and Exchange Commission on June 11, 1999
Registrati on No. 333-.........
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GLENBOROUGH REALTY TRUST INCORPORATED
(Exact Name of Registrant as Specified in Its Governing Instruments)
Maryland 94-3211970
(State or Other Jurisdiction (I.R.S. Employer Identification Number)
of Incorporation or Organization)
400 South El Camino Real, 11th Floor
San Mateo, California 94402
(650) 343-9300
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrar's Principal Executive Offices)
1996 Stock Incentive Plan
(Full Title of Plan)
Frank Austin, Esq.
Senior Vice President
Glenborough Realty Trust Incorporated
400 South El Camino Real, 11th Floor
San Mateo, California 94402
(650) 343-9300
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Copies to:
Stephen J. Schrader, Esq.
Justin L. Bastian, Esq.
Morrison & Foerster LLP
755 Page Mill Road
Palo Alto, California 94304
(650) 813-5600
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CALCULATION OF REGISTRATION FEE
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Title of Shares to be Amount to be Proposed Maximum Proposed Maximum Amount of Registration
Registered Registered Aggregate Price Per Share Aggregate Offering Price Fee
- ----------------------------------------------- --------------------------- --------------------------- ---------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001
par value .............. 2,000,000 shares $18.50 (2) $37,000,000(2) $10,286.00
- ----------------------------------------------- --------------------------- --------------------------- ---------------------------
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) and Rule 457(c) under the Securities Act of
1933, based upon an average of the high and low prices of Glenborough
Realty Trust Incorporated common stock reported on the New York Stock
Exchange on June 8, 1999. In addition, pursuant to Rule 416(c) under the
Securities Act, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee benefit
plan described herein.
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II-2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
In accordance with General Instruction E to Form S-8, the contents of the
Registrant's Registration Statement on Form S-8, Commission File No. 333-27677,
including exhibits thereto, and the documents listed below are hereby
incorporated by reference into this Registration Statement and all documents
subsequently filed by the Registrant pursuant to Sections 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, shall be deemed
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing such documents:
(1) the Registrant's Annual Report on Form 10-K for its fiscal year
ended December 31, 1999;
(2) the Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999;
(3) the Registrant's Current Reports on Form 8-K filed on January 27,
1999 and April 23, 1999, respectively; and
(4) the description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A (File No. 1-14162).
Item 8. Exhibits.
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Exhibit
Number Description
------- -----------
5.1 Opinion of Morrison & Foerster LLP, with respect to the
legality of the Common Stock to be registered hereunder.
23.1 Consent of Counsel (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP, Independent Auditors
25.1 Power of Attorney (contained in the signature page hereto)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 June 11, 1999.
GLENBOROUGH REALTY TRUST
INCORPORATED
By: /s/ Robert Batinovich
---------------------
Robert Batinovich, Chairman and
Chief Executive Officer
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Robert Batinovich,
Andrew Batinovich, Stephen Saul 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 hereof.
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 dates indicated:
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<S> <C> <C>
Signature Title Date
/s/ Robert Batinovich Chairman and Chief Executive Officer June 11, 1999
---------------------
Robert Batinovich
/s/ Andrew Batinovich Director, President and Chief Operating Officer June 11, 1999
---------------------
Andrew Batinovich
/s/ Stephen Saul Executive Vice President and Chief Financial Officer June 11, 1999
----------------
Stephen Saul
/s/ Terri Garnick Senior Vice President and Chief Accounting Officer June 11, 1999
-----------------
Terri Garnick
___________________ Director June __, 1999
-------------------
Richard C. Blum
/s/ Patrick Foley Director June 11, 1999
Patrick Foley
___________________ Director June __, 1999
-------------------
Richard A Magnuson
/s/ Laura Wallace Director June 11, 1999
Laura Wallace
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EXHIBIT INDEX
Exhibit
Number Description
- ---------------- -------------------------------------------------------
5.1 Opinion of Morrison & Foerster LLP
23.1 Consent of Morrison & Foerster LLP (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP, independent public
accountants
24.1 Power of Attorney (included on signature page hereto)
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Exhibit 5.1
-----------
June 11, 1999
Glenborough Realty Trust Incorporated
400 South El Camino Real, Suite 1100
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, a Maryland corporation
(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 pursuant to the Company's 1996 Stock
Incentive Plan (the "Plan").
In our capacity as your counsel in connection with such registration,
we are familiar with 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 described above (the "Plan Shares") and such documents as we have
deemed necessary or appropriate for purposes of this opinion.
Based upon and subject to the foregoing, it is our opinion that the
Plan Shares, when issued and outstanding pursuant to the terms of the Plan, will
be legally issued, fully paid, and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/Morrison & Foerster LLP
<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 report dated
March 15, 1999 on the consolidated financial statements of Glenborough Realty
Trust Incorporated included in the Form 10-K of Glenborough Realty Trust
Incorporated for the year ended December 31, 1998 and to all references to our
Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
San Francisco, California
June 11, 1999
