AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 28, 1998
REGISTRATION NO. 333-___________
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RECKSON ASSOCIATES REALTY CORP.
(Exact name of registrant as specified in its charter)
MARYLAND 11-3233650
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
225 BROADHOLLOW ROAD
MELVILLE, NEW YORK 11747
(516) 694-6900
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
------------------------
RECKSON ASSOCIATES REALTY CORP. 1996 EMPLOYEE STOCK OPTION PLAN
(Full title of the plan)
-----------------------
DONALD RECHLER
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
RECKSON ASSOCIATES REALTY CORP.
225 BROADHOLLOW ROAD
MELVILLE, NEW YORK 11747
(516) 694-6900
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================ ====================== ========================= ======================== ======================
Title of Securities Amount to Proposed maximum Proposed maximum Amount of registration
to be registered be registered offering price per aggregate offering fee
unit price
- ---------------------------- ---------------------- ------------------------- ------------------------ ----------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share.............. 200,000 (1) $22.88 (2) $4,576,000 (3) $1,272 (4)
============================ ====================== ========================= ======================== ======================
</TABLE>
(1) Plus such additional number of shares as may be required pursuant to the
1996 Employee Stock Option Plan with respect to which no additional
consideration will be paid (i) in the event of a stock dividend, reverse
stock split, split up, recapitalization or capital adjustments and (ii)
that are issuable pursuant to dividend equivalent rights relating to
stock options issued under the 1996 Employee Stock Option Plan.
(2) Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as
amended (the "Securities Act").
(3) Calculated pursuant to Rule 457(c) and (h) under the Securities Act based
on the average of the high and low prices for the Common Stock reported
on the New York Stock Exchange on October 26, 1998.
(4) In accordance with Rule 457(h), the filing fee is based on the maximum
number of the registrant's securities issuable under the 1996 Plan that
are covered by this Registration Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
Such documents and the documents incorporated by reference herein pursuant to
Item 3 of Part II hereof, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Reckson Associates Realty Corp. (the "Company") hereby incorporates by
reference the documents listed in (a), (b), (c) and (d) below which have
previously been filed with the Securities and Exchange Commission.
(a) The Annual Report on Form 10-K for the year ended December 31,
1997.
(b) The Quarterly Reports on Form 10-Q for the quarters ended March
31, 1998 and June 30, 1998.
(c) The current reports on Form 8-K (including Form 8-KA) and dated
February 18, 1997, May 15, 1997, June 12, 1997, August 7, 1997,
September 9, 1997, October 21, 1997, January 6, 1998, January 26,
1998, February 10, 1998, February 12, 1998, March 24, 1998, April
6, 1998, July 22, 1998 and August 15, 1998, respectively.
(d) The description of the Company's Common Stock contained in Item 1
of the Company's registration statement on Form 8-A, as amended,
filed on May 9, 1995 pursuant to Section 12 of the Exchange Act.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities
remaining unsold shall be deemed to be incorporated by reference herein and to
be part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part hereof.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Maryland General Corporation Law, as amended from time to time (the
"MGCL"), 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 liability resulting from (a)
actual receipt of an improper benefit or profit in money, property or services
or (b) active and deliberate dishonesty established by a final judgment as
being material to the cause of action. The Amended and Restated Articles of
Incorporation contain such a provision which eliminates such liability to the
maximum extent permitted by Maryland law.
The Amended and Restated Articles of Incorporation authorize the Company,
to the maximum extent permitted by Maryland law, to obligate itself to
indemnify and to pay or reimburse reasonable expenses in advance of final
disposition of a proceeding to (a) any present or former director or officer
or (b) any individual who, while a director of the Company and at the request
of the Company, serves or has served another corporation, partnership, joint
venture, trust, employee benefit plan or any other enterprise as a director,
officer, partner or trustee of such corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise. The Bylaws of the Company
obligate it, to the maximum extent permitted by Maryland law, to indemnify and
to pay or reimburse reasonable expenses in advance of final disposition of a
proceeding to (a) any present or former director or officer who is made a
party to the proceeding by reason of his service in that capacity or (b) any
individual who, while a director of the Company and at the request of the
Company, serves or has served another corporation, partnership, joint venture,
trust, employee benefit plan or any other enterprise as a director, officer,
partner or trustee of such corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise and who is made a party to the
proceeding by reason of his service in that capacity. The Amended and Restated
Articles of Incorporation and Bylaws also permit the Company to indemnify and
advance expenses to any person who served a predecessor of the Company in any
of the capacities described above and to any employee or agent of the Company
or a predecessor of the Company.
MGCL requires a corporation (unless its charter provides otherwise, which
the Amended and Restated Articles of Incorporation do not) to indemnify a
director or officer who has been successful, on the merits or otherwise, in
the defense of any proceeding to which he is made a party by reason of his
service in that capacity. MGCL 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
reasonable cause to believe that the act or omission was unlawful. However, a
Maryland corporation may not indemnify for an adverse judgment in a suit by or
in the right of the corporation. In addition, the MGCL requires the Company,
as a condition to advancing expenses, to obtain (a) a written affirmation by
the director or officer of his good faith belief that he has met the standard
of conduct necessary for indemnification by the Company as authorized by the
Bylaws and (b) a written statement by or on his behalf 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 Company has entered into indemnification agreements with each of its
executive officers and directors. The indemnification agreements require,
among other matters, that the Company indemnify its executive officers and
directors to the fullest extent permitted by law and advance to the executive
officers and directors all related expenses, subject to reimbursement if it is
subsequently determined that indemnification is not permitted. Under these
agreements, the Company must also indemnify and advance all expenses incurred
by executive officers and directors seeking to enforce their rights under the
indemnification agreements and may cover executive officers and directors
under the Company's directors' and officers' liability insurance. Although
indemnification agreements offer substantially the same scope of coverage
afforded the Bylaws, they provide greater assurance to directors and executive
officers that indemnification will be available, because, as contracts, they
cannot be modified unilaterally in the future by the Board of Directors or the
stockholders to eliminate the rights they provide.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS
3(a)* Amended and Restated Articles of Incorporation of the Company.
3(b)* By-Laws of the Company.
5(a) Opinion of Brown & Wood LLP.
23(a) Consent of Brown & Wood LLP (included as part of Exhibit 5(a)).
23(b) Consent of Ernst & Young LLP.
23(c) Consent of Kinsey, Beck & Company.
24 Power of Attorney (included on page 6).
* Previously filed as an exhibit to Registration Statement on Form S-11
(No. 333-1280) and incorporated herein by reference.
ITEM 9. UNDERTAKINGS
The undersigned registrants hereby undertake:
(a)(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;
(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 the 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 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the 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 therein,
and the offering of such securities at the 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) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in this registration statement shall deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at the time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions referred to in Item 6 of
this registration statement, 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 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 Act and will be governed by
the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Reckson
Associates Realty Corp. certifies that is 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 Township of Huntington, State
of New York, on October 28, 1998.
RECKSON ASSOCIATES REALTY CORP.
By: /s/ Donald J. Rechler
------------------------------
Donald J. Rechler
Chairman
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of Reckson Associates Realty Corp. hereby severally constitute
Scott H. Rechler, Mitchell D. Rechler, and J. Michael Maturo, and each of them
singly, our true and lawful attorneys with full power to them, and each of
them singly, to sign for us and in our names in the capacities indicated
below, the Registration Statement filed herewith and any and all amendments to
said Registration Statement, and generally to do all such things in our names
and in our capacities as officers and directors to enable Reckson Associates
Realty Corp. to comply with the provisions of the Securities Act of 1933, and
all requirements of the Securities and Exchange Commission, hereby ratifying
and confirming our signatures as they may be signed by our said attorneys, or
any of them, to said Registration Statement and any and all amendments
thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Donald J. Rechler Chairman of the Board, Chief Executive Officer and Director October 28, 1998
- --------------------------- (Principal Executive Officer)
Donald J. Rechler
/s/ Scott H. Rechler President, Chief Operating Officer and Director October 28, 1998
- ---------------------------
Scott H. Rechler
/s/ J. Michael Maturo Executive Vice President, Treasurer and Chief Financial Officer October 28, 1998
- --------------------------- (Principal Financial Officer and Principal Accounting Officer)
J. Michael Maturo
/s/ Roger M. Rechler Vice-Chairman of the Board and Director October 28, 1998
- ---------------------------
Roger M. Rechler
/s/ Mitchell D. Rechler Executive Vice President and Director October 28, 1998
- ---------------------------
Mitchell D. Rechler
/s/ Harvey R. Blau Director October 28, 1998
- ---------------------------
Harvey R. Blau
/s/ Leonard Feinstein Director October 28, 1998
- ---------------------------
Leonard Feinstein
/s/ Herve A. Kevenides Director October 28, 1998
- ---------------------------
Herve A. Kevenides
/s/ John V.N. Klein Director October 28, 1998
- ---------------------------
John V.N. Klein
/s/ Lewis S. Ranieri Director October 28, 1998
- ---------------------------
Lewis S. Ranieri
/s/ Director October 28, 1998
- ---------------------------
Conrad D. Stephenson
</TABLE>
EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
3(a)* Amended and Restated Articles of Incorporation
of the Company.
3(b)* By-Laws of the Company.
5(a) Opinion of Brown & Wood LLP. 8
23(a) Consent of Brown & Wood LLP (included as part of
Exhibit 5(a)).
23(b) Consent of Ernst & Young LLP. 9
23(c) Consent of Kinsey, Beck & Company. 10
24 Power of Attorney (included on page 6).
* Previously filed as an exhibit to Registration Statement on Form S-11
(No. 333-1280) and incorporated herein by reference.
EXHIBIT 5(a)
Brown & Wood LLP
One World Trade Center
New York, New York 10048-0057
Telephone: 212-839-5300
Facsimile: 212-839-5599
October 28, 1998
Reckson Associates Realty Corp.
225 Broadhollow Road
Melville, New York 11747
Dear Sirs:
We have acted as counsel for Reckson Associates Realty Corp., a Maryland
corporation (the "Company"), in connection with the proposed filing with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, of a Registration Statement on Form S-8 (the "Registration
Statement") for the purpose of registering 200,000 shares of Common Stock, par
value $.01 per share (the "Common Stock") of Reckson Associates Realty Corp.
In such capacity, we have examined the Amended and Restated Articles of
Incorporation and By-Laws of the Company, the Reckson Associates Realty Corp.
1996 Employee Stock Option Plan (the "Plan"), and such other documents of the
Company as we have deemed necessary or appropriate for the purposes of the
opinion expressed herein.
Based upon the foregoing, we advise you that, in our opinion when the
shares of Common Stock to be issued pursuant to the Plan have been issued and
paid for in accordance with the terms of the Plan and the Registration
Statement, such shares will be legally issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name wherever appearing in the
Registration Statement and any amendment thereto.
Very truly yours,
/s/ Brown & Wood LLP
EXHIBIT 23(b)
Consent of Independent Accountants
We consent to the incorporation by reference in the Registration
Statement (Form S-8), pertaining to the Reckson Associates Realty Corp. 1996
Employee Stock Option Plan of Reckson Associates Realty Corp. (the "Company")
for the registration of 200,000 shares of common stock of our reports dated
(i) February 13, 1998, except for Note 14, as to which the date is February
18, 1998, with respect to the consolidated financial statements and schedule
of the Company included in its Annual Report (Form 10-K) for the years ended
December 31, 1997 and 1996 and for the period June 3, 1995 to December 31,
1995 and the combined financial statements of the Reckson Group for the period
January 1, 1995 to June 2, 1995 filed with the Securities and Exchange
Commission, (ii) February 4, 1997, with respect to the combined statement of
revenues and certain expenses of the New Jersey Portfolio for the year ended
December 31, 1996, included in the Company's Form 8-K filed with the
Securities and Exchange Commission on February 19, 1997, (iii) January 16,
1997, with respect to the statement of revenues and certain expenses of the
Uniondale Office Property for the year ended December 31, 1996, included in
the Company's Form 8-K filed with the Securities and Exchange Commission on
February 19, 1997, (iv) January 17, 1997, with respect to the combined
statement of revenues and certain expenses of the Hauppage Portfolio for the
year ended December 31, 1996, included in the Company's Form 8-K filed with
the Securities and Exchange Commission on February 19, 1997, (v) May 23, 1997
with respect to the statement of revenues and certain expenses of 710
Bridgeport Avenue for the year ended December 31, 1996, included in the
Company's Form 8-K filed with the Securities and Exchange Commission on June
12, 1997, (vi) May 16, 1997 with respect to the statement of revenues and
certain expenses of the Shorthills Office Center for the year ended December
31, 1996, included in the Company's form 8-K filed with the Securities and
Exchange Commission on June 12, 1997, (vii) July 22, 1997 with respect to the
statement of revenues and certain expenses of Garden City Plaza for the year
ended December 31, 1996, included in the Company's Form 8-K filed with the
Securities Exchange Commission on September 9, 1997, (viii) February 17, 1998
with respect to the statement of revenues and certain expenses of the Stamford
Office Property for the year ended December 31, 1997, included in the
Company's Form 8-K filed with the Securities and Exchange Commission on March
24, 1998, (ix) December 17, 1997, with respect to the statement of revenues
and certain expenses of the Christiana Office Property, for the year ended
June 30, 1997, included in the Company's Form 8-K filed with the Securities
and Exchange Commission on February 10, 1998, and (x) March 27, 1998, with
respect to the combined statement of revenues and certain expenses of the
Cappelli Portfolio, for the year ended December 31, 1997, included in the
Company's Form 8-K filed with the Securities and Exchange Commission on April
6, 1998.
/s/ Ernst & Young LLP
New York, New York
October 21, 1998
Exhibit 23(c)
Consent of Independent Accountants
We consent to the incorporation by reference in the Registration
Statement (Form S-8), pertaining to the Reckson Associates Realty Corp. 1996
Employee Stock Option Plan of Reckson Associates Realty Corp. (the "Company")
for the registration of 200,000 shares of common stock, of our reports (i)
dated February 10, 1998, with respect to the statement of revenues and certain
expenses of 51 JFK Parkway, Short Hills, NJ for the years ended December 31,
1997 and 1996, included in the Company's Form 8-K filed with the Securities
and Exchange Commission on March 24, 1998; and (ii) dated December 22, 1997,
with respect to the statement of revenues and certain expenses of the Royal
Executive Park, Rye Brook, NY for the year ended December 31, 1996, included
in the Company's Form 8-K filed with the Securities and Exchange Commission on
February 11, 1998.
/s/ Kinsey, Beck & Company
New York, New York
October 19, 1998
