<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 4, 1997
Registration No. 333-
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
MERIDIAN INDUSTRIAL TRUST, INC.
(Exact name of registrant as specified in its charter)
Maryland 94-3224765
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
455 MARKET STREET, 17TH FLOOR
SAN FRANCISCO, CALIFORNIA 94014
(415) 281-3900
(Address of principal executive offices, including zip code)
-----------------
AMENDED AND RESTATED EMPLOYEE
AND DIRECTOR INCENTIVE STOCK PLAN
(Full title of the plans)
ALLEN J. ANDERSON
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
MERIDIAN INDUSTRIAL TRUST, INC.
455 MARKET STREET, 17TH FLOOR
SAN FRANCISCO, CALIFORNIA 94014
(415) 281-3900
(Name, address and telephone number of agent for service)
copy to:
MICHAEL D. WORTLEY
HAROLD J. HERMAN II
VINSON & ELKINS L.L.P.
3700 TRAMMELL CROW CENTER
2001 ROSS AVENUE
DALLAS, TEXAS 75201-2975
(214) 220-7700
CALCULATION OF REGISTRATION FEE
<TABLE>
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TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER SHARE* OFFERING PRICE* REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, $.001 par value 1,000,000 shares $22.1875 $22,187,500 $6,724
- ---------------------------------------------------------------------------------------------------------
</TABLE>
* Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933, as
amended, and based on the average of the high and low prices of the
Common Stock reported on the New York Stock Exchange on April 2, 1997.
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed with the Securities
and Exchange Commission (the "Commission") by Meridian Industrial
Trust, Inc., a Maryland corporation (the "Company"), and are
incorporated herein by reference and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996;
(b) The description of the Common Stock contained in the
Company's Form 8-A, filed on January 4, 1996, for
registration of the Common Stock pursuant to Section
12(b) of the Exchange Act, including any amendment
or report filed for the purpose of updating such
description;
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act"), subsequent to the effective date hereof and
prior to the filing of a post-effective amendment hereto that
indicates that all securities offered hereby have been sold or
that deregisters all such securities then remaining unsold, shall
be deemed to be incorporated herein by reference and to be a part
hereof from the date of filing of such documents. Any statement
contained herein or in any document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement 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 to constitute a part of this Registration
Statement, except as so modified or superseded.
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 "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 (i) actual receipt of an improper
benefit or profit in money, property or services or (ii) active
and deliberate dishonesty established by a final judgment as
being material to the cause of action. The Company's Charter
(the "Charter") contains such a provision which eliminates such
liabilities to the maximum extent permitted by Maryland law.
The MGCL requires a corporation (unless its charter
provides otherwise, which the 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. The 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 (i) the act or omission
of the director or officer was material to the matter giving rise
to the proceeding and (a) was committed in bad faith or (b) was
the result of active and deliberate dishonesty, (ii) the director
or officer actually received an improper personal benefit in
money, property or services or (iii) in the case of a criminal
proceeding, the director or officer had reasonable cause to
believe that the act or omission was unlawful. However, under the
MGCL, 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 (i) a written affirmation by the
director or officer of his good faith belief
2
<PAGE>
that he has met the standard of conduct necessary for
indemnification by the Company as authorized by the Company's
bylaws and (ii) 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 Charter obligates the Company 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 (i) any present or former director or officer or
(ii) any individual who, while a director of the Company and at
the request of the Company, serves or has served as a director,
officer, partner or trustee of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise
from and against any claim or liability which such person may
become subject or which such person may incur by reason of his or
her status as a current or former director or officer of the
Company. The Charter also permits 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.
The Company has entered into indemnification agreements
with each of its 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 officers 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 the
indemnification agreement offers substantially the same scope of
coverage afforded by law, it provides greater assurance to
directors and executive officers that indemnification will be
available, because, as a contract, it cannot be modified
unilaterally in the future by the Board of Directors of the
Company or its stockholders to eliminate the rights it provides.
It is the position of the SEC that indemnification of
directors and officers for liability under the Securities Act is
against public policy and unenforceable pursuant to Section 14 of
the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Unless otherwise indicated below as being incorporated
by reference to another filing of the Company with the
Commission, each of the following exhibits is filed herewith:
4.1+ - Amended and Restated Employee and Director Incentive
Stock Plan
4.2** - Specimen Share Certificate
5* - Opinion of Ballard Spahr Andrews & Ingersoll
23.1* - Consent of Arthur Andersen LLP
23.2* - Consent of Ballard Spahr Andrews & Ingersoll
(included in its opinion filed as Exhibit 5 hereto)
24.1* - Power of Attorney (see signature pages hereto)
- --------------------
* Filed Herewith
** Filed with the Company's Registration Statement No. 333-02322
and incorporated herein by reference
+ Filed with the Company's Form 10-K for the year ended December 31, 1996,
file no. 1-14166
3
<PAGE>
ITEM 9. UNDERTAKINGS.
The Company 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. 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 end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
(Section 230.424(b) of this chapter) if, in the aggregate, the
changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(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 (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3 (Section 239.13
of this chapter) or Form S-8 (Section 239.16b of this chapter),
and 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 Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the 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.
(4) That, for purposes of determining any liability
under the Securities Act, each filing of the Company's annual
report pursuant to section 13(a) or section 15(d) of the Exchange
Act (and, where applicable, each filing on 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.
(5) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company 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 Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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 Company 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.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, 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 Francisco, State of California,
on the 31st day of March, 1997.
MERIDIAN INDUSTRIAL TRUST, INC.
By: /s/ Allen J. Anderson
-------------------------------
Allen J. Anderson, Chairman
and Chief Executive Officer
We, the undersigned officers and directors of Meridian
Industrial Trust, Inc. hereby severally constitute Milton K. Reeder
and Allen J. Anderson, 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 Meridian Industrial Trust, Inc. 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 mid attorneys,
or any of them, to said Registration Statement and any all
amendments thereto.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons
in the capacities and on the dates indicated.
SIGNATURE CAPACITY DATE
--------- -------- ----
/s/ Allen J. Anderson
- -------------------------- Chairman and Chief March 31, 1997
Allen J. Anderson Executive Officer
(Principal Executive
Officer)
/s/ Milton K. Reeder
- -------------------------- President (Principal March 31, 1997
Milton K. Reeder Financial Officer
/s/ Jaime Suarez
- -------------------------- Treasurer and Controller March 31, 1997
Jaime Suarez (Controller and
Principal Accounting
Officer)
/s/ C.E. "Doc" Cornutt
- -------------------------- Director March 31, 1997
C.E. "Doc" Cornutt
/s/ T. Patrick Duncan
- -------------------------- Director March 31, 1997
T. Patrick Duncan
<PAGE>
SIGNATURE CAPACITY DATE
--------- -------- ----
/s/ Peter O. Hanson
- -------------------------- Director March 31, 1997
Peter O. Hanson
/s/ John S. Moody
- -------------------------- Director March 31, 1997
John S. Moody
/s/ James M. Pollak
- -------------------------- Director March 31, 1997
James M. Pollak
/s/ Kenneth N. Stensby
- -------------------------- Director March 31, 1997
Kenneth N. Stensby
/s/ Lee W. Wilson
- -------------------------- Director March 31, 1997
Lee W. Wilson
<PAGE>
EXHIBIT INDEX
4.1+ - Amended and Restated Employee and Director
Incentive Stock Plan
4.2** - Specimen Share Certificate (incorporated by
reference to the Company's Registration Statement on
Form S-1, File No. 2-85321)
5* - Opinion of Ballard Spahr Andrews & Ingersoll
23.1* - Consent of Arthur Andersen LLP
23.2* - Consent of Ballard Spahr Andrews & Ingersoll
(included in its opinion filed as Exhibit 5 hereto)
24.1* - Power of Attorney (see signature pages hereto)
- ----------------------
* Filed Herewith
** Filed with the Company's Registration Statement No. 333-02322
and incorporated herein by reference
+ Filed with the Company's Form 10-K for the year ended December 31, 1996,
file no. 1-14166
<PAGE>
Ballard Spahr Andrews & Ingersoll
Suite 1900
300 East Lombard Street
Baltimore, Maryland 21202-3268
(410) 528-5600
FAX (410) 528-5650-5651
April 4, 1997
Meridian Industrial Trust, Inc.
455 Market Street, 17th Floor
San Francisco, California 94105
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have served as Maryland counsel to Meridian Industrial
Trust, Inc., a Maryland corporation (the "Company"), in
connection with certain matters of Maryland law arising out of
the registration of 1,000,000 shares (the "Shares") of Common
Stock, $.001 par value per share, of the company, covered by the
above-referenced Registration Statement, and all amendments
thereto (the "Registration Statement"), filed by the Company with
the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "1933 Act"). Unless
otherwise defined herein, capitalized terms used herein shall
have the meanings assigned to them in the Registration Statement.
In connection with our representation of the Company, and as
a basis for the opinion hereinafter set forth, we have examined
originals, or copies certified or otherwise identified to our
satisfaction, of the following documents (collectively, the
"Documents"):
1. The Registration Statement and the related form of
prospectus included therein in the form in which it was
transmitted to the Commission under the 1933 Act;
2. The charter of the Company (the "Charter"), certified
as of a recent date by the State Department of Assessments and
Taxation of Maryland (the "SDAT");
3. The Second Amended and Restated Bylaws of the Company,
certified as of a recent date by its Secretary;
4. Resolutions adopted by the Board of Directors of the
Company (the "Board") relating to the sale, issuance and
registration of the Shares, certified as of a recent date by the
Secretary of the Company (the "Resolutions");
<PAGE>
Meridian Industrial Trust, Inc.
April 4, 1997
Page 2
5. The form of certificate representing a share of Common
Stock, certified as of a recent date by the Secretary of the
Company;
6. A certified of the SDAT as to the good standing of the
Company, dated April 4, 1997;
7. The Company's Amended and Restated Employee and
Director Incentive Stock Plan, certified as of a recent date by
the Secretary of the Company;
8. A certified executed by Robert A. Dobbin, Secretary of
the Company, dated April 4, 1997; and
9. Such other documents and matters as we have deemed
necessary or appropriate to express the opinion set forth in this
letter, subject to the assumptions, limitations and
qualifications stated herein.
In expressing the opinion set forth below, we have assumed,
and so far as is known to us there are no facts inconsistent
with, the following.
1. Each individual executing any of the Documents,
whether on behalf of such individual or another person, is
legally competent to do so.
2. Each individual executing any of the Documents on
behalf of a party (other than the Company) is duly authorized to
do so.
3. Each of the parties (other than the Company)
executing any of the Documents has duly and validly executed and
delivered each of the Documents to which such party is a
signatory, and such party's obligations set forth therein are
legal, valid and binding.
4. All Documents submitted to us as originals are
authentic. All Documents submitted to us as certified or
photostatic copies conform to the original documents. All
signatures on all such Documents are genuine. All public records
reviewed or relied upon by us or on our behalf are true and
complete. All statements and information contained in the
Documents are true and complete. There are no oral or written
modifications or amendments to the Documents, by action or
conduct of the parties or otherwise.
5. The outstanding shares of stock of the Company have
not been and will not be transferred in violation of any restriction
or limitation contained in the Charter. The Shares will not be
transferred in violation of any restriction or limitation
contained in the Charter.
The phrase "known to us" is limited to the actual
knowledge, without independent inquiry, of the lawyers at our
firm who have performed legal services in connection with the
issuance of this opinion.
<PAGE>
Meridian Industrial Trust, Inc.
April 4, 1997
Page 3
Based upon the foregoing, and subject to the assumptions,
limitations and qualifications stated herein, it is our opinion
that:
1. The Company is a corporation duly incorporated and
existing under and by virtue of the laws of the State of Maryland
and is in good standing with the SDAT.
2. Upon the due execution, countersignature and delivery
of certificates representing the Shares and assuming that the sum
of (a) all shares of Common Stock issued as of the date hereof,
(b) any shares of Common stock issued between the date hereof and
the date on which any of the Shares are actually issued (not
including any of the Shares), and (c) the Shares will not exceed
the total number of shares of Common Stock that the Company is
authorized to issue, the Shares have been duly authorized and,
when and if delivered against payment therefor in accordance with
the Resolutions, the Shares will be duly and validly issued,
fully paid and nonassessable.
The foregoing opinion is limited to the laws of the
State of Maryland and we do not express any opinion herein
concerning any other law. The opinion expressed herein is
subject to the effect of judicial decisions which may permit the
introduction of parol evidence to modify the terms or the
interpretation of agreements. We express no opinion as to the
compliance with the securities (or "blue sky") laws of the State
of Maryland.
We assume no obligation to supplement this opinion if
any applicable law changes after the date hereof or if we become
aware of any fact that might change the opinion expressed herein
after the date hereof.
This opinion is being furnished to you solely for
submission to the Commission as an exhibit to the Registration
Statement and, accordingly, may not be relied upon by, quoted in
any manner to, or delivered to any other person or entity
without, in each instance, our prior written consent.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the use of the name
of our firm therein. In giving this consent, we do not admit
that we are within the category of persons whose consent is
required by Section 7 of the 1933 Act.
Very truly yours,
Ballard Spahr Andrews & Ingersoll
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in the Registration Statement and the related Prospectus of
Meridian Industrial Trust, Inc. on Form S-8 filed with the Securities and
Exchange Commission on or about April 4, 1997 of our report dated February 5,
1997 included in Meridian Industrial Trust, Inc.'s Form 10-K for the year
ended December 31, 1996.
ARTHUR ANDERSEN LLP
San Francisco, California
April 3, 1997
