As filed with the Securities and Exchange Commission on January 30, 1998
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________
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. 1997 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
to be registered be offering price per aggregate offering registration fee
registered(1) unit price
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share . . . . . 97,500 $ 22.75(2) $ 2,218,125 $22,931(4)
1,050,000 $ 27.125(2) $28,481,250
7,500 $ 25.75(2) $ 193,125
3,000 $ 25.313(2) $ 75,939
123,334 $ 22.50(2) $ 2,775,015
187,500 $ 27.125(2) $ 5,085,938
1,531,166 $25.40625(3) $38,901,186
</TABLE>
(1) Plus such additional number of shares as may be required pursuant to the
1997 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 1997 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 January 23, 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 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,
1996.
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31,
1997, June 30, 1997 and September 30, 1997.
(c) The current reports on Form 8-K (including Form 8-K/A) and dated
March 27, 1996, October 1, 1996, February 18, 1997, May 15, 1997, June 12,
1997, August 7, 1997, September 9, 1997, January 6, 1998 and January 26,
1998, respectively.
(d) The description of the Company's Common Stock which is 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
Charter contains such a provision which eliminates such liability to the
maximum extent permitted by Maryland law.
The Amended and Restated Charter authorizes 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 Charter 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 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 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
4(a)* Amended and Restated Charter of the Company.
4(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
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 January 27, 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
<S> <C> <C>
/s/ Donald J. Rechler Chairman of the Board, Chief Executive Officer and January 27, 1998
- ----------------------
Donald J. Rechler
/s/ Scott H. Rechler President, Chief Operating Officer and Director January 27, 1998
- ----------------------
Scott H. Rechler
/s/ J. Michael Maturo Executive Vice President, Treasurer and Chief Financial January 27, 1998
- ---------------------- Officer (Principal Financial Officer and Principal
J. Michael Maturo
/s/ Roger M. Rechler Vice-Chairman of the Board and Director January 27, 1998
- ----------------------
Roger M. Rechler
/s/ Mitchell D. Rechler Executive Vice President and Director January 27, 1998
- ----------------------
Mitchell D. Rechler
/s/ Harvey R. Blau Director January 27, 1998
- ----------------------
Harvey R. Blau
/s/ Leonard Feinstein Director January 27, 1998
- ----------------------
Leonard Feinstein
- ---------------------- Director
Jon L. Halpern
/s/ Herve A. Kevenides Director January 27, 1998
- ----------------------
Herve A. Kevenides
/s/ John V.N. Klein Director January 27, 1998
- ----------------------
John V.N. Klein
- ---------------------- Director
Lewis S. Ranieri
- ---------------------- Director
Conrad D. Stephenson
</TABLE>
EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
4(a)* Amended and Restated Charter
of the Company.
4(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
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
January 30, 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 3,000,000 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. 1997 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. Stock
Option Plan of Reckson Associates Realty Corp. (the "Company") for the
registration of 3,000,000 shares of common stock, of our report dated
February 25, 1997, except for Note 14, as to which the date is March 12,
1997, with respect to the consolidated financial statements and schedule of
the Company included in its Annual Report (Form 10-K) for year ended December
31, 1996 and 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 and for the year ended December 31, 1994, filed with the
Securities and Exchange Commission. We also consent to the incorporation by
reference therein of: (i) our report dated February 23, 1996, with respect
to the combined statement of revenues and certain expenses of the Westchester
Properties for the year ended December 1, 1995, included in the Company's
Form 8-K/A filed with the Securities and Exchange Commission on March 27,
1996, (ii) our report dated September 20, 1996, with respect to the combined
statement of revenues and certain expenses of the Landmark Square Properties
for the year ended December 31, 1995, included in the Company's Form 8-K
filed with the Securities and Exchange Commission on October 1, 1996, (iii)
our report dated September 16, 1996, with respect to the combined statements
of revenues and certain expenses of the Certain Option Properties for the
years ended December 31, 1995, 1994 and 1993, included in the Company's Form
8-K filed with the Securities and Exchange Commission on October 1, 1996,
(iv) our report dated 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, (v) our
report dated 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, (vi) our report dated 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, (vii) our report dated 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, and (viii) our
report dated 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, and (ix) our report dated 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 and Exchange Commission on September 9, 1997.
/s/ Ernst & Young LLP
New York, New York
January 28, 1998
