-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VESWFA2pTKzCFSQ23CqzJud9mp8SMFSaLas6dj5jeyhSeoCYSrVkzZxESErUpb1i C60xysI5+i5y3BlCyFYG1A== 0000950172-98-000722.txt : 19980803 0000950172-98-000722.hdr.sgml : 19980803 ACCESSION NUMBER: 0000950172-98-000722 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980729 EFFECTIVENESS DATE: 19980729 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALEXANDRIA REAL ESTATE EQUITIES INC CENTRAL INDEX KEY: 0001035443 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 954502084 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-60075 FILM NUMBER: 98672987 BUSINESS ADDRESS: STREET 1: 135 NORTH LOS ROBLES AVE STREET 2: SUITE 250 CITY: PASEDENA STATE: CA ZIP: 91101 BUSINESS PHONE: 8185780777 S-8 1 S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 29, 1998. REGISTRATION NO. 333- ============================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ ALEXANDRIA REAL ESTATE EQUITIES, INC. (Exact Name of Registrant as Specified in Its Charter) MARYLAND 95-4502084 (State or Other Jurisdiction of (IRS Employer Incorporation or Organization) Identification No.) 135 NORTH LOS ROBLES AVENUE, SUITE 250 PASADENA, CALIFORNIA 91101 (Address, Including Zip Code, of Principal Executive Offices) AMENDED AND RESTATED 1997 STOCK AWARD AND INCENTIVE PLAN OF ALEXANDRIA REAL ESTATE EQUITIES, INC. (Full Title of the Plan) JOEL S. MARCUS CHIEF EXECUTIVE OFFICER ALEXANDRIA REAL ESTATE EQUITIES, INC. 135 NORTH LOS ROBLES AVENUE, SUITE 250 PASADENA, CALIFORNIA 91101 (626) 578-0777 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) ------------------------ COPY TO: MICHAEL A. WORONOFF, ESQ. JAMES J. HANKS, JR., ESQ. SKADDEN, ARPS, SLATE, MEAGHER BALLARD SPAHR ANDREWS & FLOM LLP & INGERSOLL, LLP 300 SOUTH GRAND AVENUE 300 EAST LOMBARD STREET SUITE 3400 SUITE 1900 LOS ANGELES, CALIFORNIA 90071 BALTIMORE, MARYLAND 21202 (213) 687-5000 (410) 528-5600 ------------------------ CALCULATION OF REGISTRATION FEE
Title of Securities Proposed Maximum Proposed Maximum Amount of to be Amount to be Offering Price Aggregate Offering Registration Registered Registered (1) Per Share Price Fee ------------------- -------------- ---------------- ------------------ ------------ Common Stock, par 7,000 (2) $30.1875 (3) $211,312.50 $62.34 value $.01 per share Common Stock, par 348,463 (4) $28.9063 (5) $10,072,776 (5) $2,971.47 (6) value $.01 per share TOTAL 355,463 $3,033.81
- ----------------------- (1) Plus such additional number of shares of Common Stock as may be issuable pursuant to the antidilution provisions of the Amended and Restated 1997 Stock Award and Incentive Plan of Alexandria Real Estate Equities, Inc. (the "Plan"). (2) Represents the number of shares of Common Stock being registered hereby that may be purchased upon exercise of stock options outstanding under the Plan as of the date hereof. (3) Represents the exercise price of the outstanding stock options that are being registered hereby. (4) Represents the maximum number of unallocated shares of Common Stock being registered hereby that are reserved for issuance upon exercise of stock options that have not yet been granted under the Plan. (5) Estimated solely for purposes of calculating the registration fee. (6) Calculated pursuant to Rules 457(c) and (h) based upon the average of the high and low sale prices of the Common Stock on the New York Stock Exchange on July 24, 1998, which was $28.9063 per share. ----------------- EXPLANATORY NOTE Pursuant to a registration statement on Form S-8 (File No. 333- 34223) filed with the Securities and Exchange Commission on August 22, 1997, Alexandria Real Estate Equities, Inc., a Maryland corporation (the "Company"), registered a total of 900,000 shares of its common stock, par value $.01 per share (the "Common Stock"), for issuance upon the exercise of awards granted and to be granted under the Company's 1997 Stock Award and Incentive Plan (the "Plan"). On May 15, 1998, the stockholders of the Company approved certain amendments to the Plan, pursuant to which the number of shares of Common Stock issuable upon the exercise of awards granted and to be granted thereunder was increased to that number of shares equal to 10% of the number of shares of Common Stock outstanding at any time, subject to a limitation of 3,000,000 shares. Currently, the number of shares of Common Stock issuable under the Plan, as amended, is 1,255,463. This Registration Statement registers the additional 355,463 shares of Common Stock reserved for issuance under the Plan, as amended, 7,000 of which may be issued upon exercise of stock options previously granted (but not yet vested) under the Plan and 348,463 of which have been reserved for issuance in connection with awards not yet granted under the Plan. The information required in the Section 10(a) prospectus is included in documents being maintained and delivered by the Company as required by Rule 428 under the Securities Act of 1933, as amended. PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8, THIS REGISTRATION STATEMENT ON FORM S-8 INCORPORATES BY REFERENCE THE CONTENTS OF THE REGISTRATION STATEMENT ON FORM S-8 FILED BY THE COMPANY ON AUGUST 22, 1997, AS REFERENCED ABOVE (REGISTRATION NO. 333-34223). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS. Exhibit No. Description ----------- ----------- 5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP regarding the validity of the Common Stock being registered. 23.1 Consent of Ernst & Young LLP. 23.2 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in Exhibit 5.1) 24.1 Power of Attorney (included on the signature page of this registration statement). SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant 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 Los Angeles, state of California, on this 28th day of July, 1998. ALEXANDRIA REAL ESTATE EQUITIES, INC. By: /s/ JOEL S. MARCUS ----------------------------------- Joel S. Marcus, Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joel S. Marcus and Peter J. Nelson, and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or his 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 has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ JERRY M. SUDARSKY Chairman of the Board July 28, 1998 - ----------------------- Jerry M. Sudarsky /s/ JOEL S. MARCUS Chief Executive Officer and July 28, 1998 - ----------------------- Director Joel S. Marcus President and Director July __, 1998 - ---------------------- Alan D. Gold /s/ PETER J. NELSON Chief Financial Officer, July 28, 1998 - ---------------------- Senior Vice-President, Peter J. Nelson Treasurer and Secretary /s/ JOSEPH ELMALEH Director July 28, 1998 - ---------------------- Joseph Elmaleh /s/ VIREN MEHTA Director July 28, 1998 - ---------------------- Viren Mehta /s/ DAVID PETRONE Director July 28, 1998 - ---------------------- David Petrone Director July __, 1998 - ---------------------- Anthony Solomon /s/ RICHARD JENNINGS Director July 28, 1998 - ---------------------- Richard Jennings EXHIBIT INDEX Exhibit No. Description ----------- ----------- 5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP regarding the validity of the Common Stock being registered. 23.1 Consent of Ernst & Young LLP. 23.2 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in Exhibit 5.1). 24.1 Power of Attorney (included on the signature page of this registration statement). EX-5 2 EXHIBIT 5.1 - OPINION EXHIBIT 5.1 [LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP] July 28, 1998 Alexandria Real Estate Equities, Inc. 135 North Los Robles Avenue, Suite 250 Pasadena, California 91101 Re: Registration Statement on Form S-8 filed on or about July 28, 1998 Ladies and Gentlemen: We have served as Maryland counsel to Alexandria Real Estate Equities, Inc., a Maryland corporation, in connection with certain matters of Maryland law arising out of the registration of 355,463 shares (the "Shares")of common stock, par value $.01 per share, of the Company (the "Common Stock") covered by the above-referenced Registration Statement, and all amendments thereto (the "Registration Statement"), under the Securities Act of 1933, as amended (the "1933 Act"). The Shares are to be issued by the Company pursuant to the Company's Amended and Restated 1997 Stock Award and Incentive Plan (the "Plan"). Capitalized terms used but not defined 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 (hereinafter collectively referred to as the "Documents"): 1. The Registration Statement, filed with the Securities and Exchange Commission (the "Commission") under the 1933 Act and the related form of prospectus in the form in which it will be sent or given to employees of the Company in accordance with Rule 428 under the 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 Amended and Restated Bylaws of the Company, certified as of the date hereof by the Secretary of the Company; 4. Resolutions adopted by the Board of Directors, or a duly authorized committee thereof, relating to (i) the approval of the Plan and (ii) the issuance and registration of the Shares, certified as of a recent date by the Secretary of the Company; 5. Resolutions adopted by the stockholders of the Company relating to the approval of the Plan, certified as of a recent date by the Secretary of the Company; 6. The form of certificate representing a share of Common Stock, certified as of the date hereof by the Secretary of the Company; 7. A certificate of the SDAT, dated as of a recent date, as to the good standing of the Company; 8. A certificate executed by Peter J. Nelson, the Secretary of the Company, dated the date hereof; 9. The Plan; and 10. 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 any other 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 and are enforceable in accordance with all stated terms. 4. Any Documents submitted to us as originals are authentic. Any Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all 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 has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise. 5. 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. 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. The Shares have been duly authorized for issuance pursuant to the Plan and, when and if issued and delivered against payment therefor in the manner described in the Plan, will be (assuming that, upon issuance, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue) validly issued, fully paid and nonassessable. The foregoing opinion is limited to the substantive laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to the applicability or effect of any federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. 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 Securities and Exchange 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 (other than Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Company) without, in each instance, our prior written consent. We 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, /s/ Ballard Spahr Andrews & Ingersoll, LLP EX-23 3 EXHIBIT 23.1 - CONSENT CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement filed on Form S-8 dated July 28, 1998 of Alexandria Real Estate Equities, Inc. (the Company) of our report dated January 30, 1998 with respect to the consolidated balance sheets of the Company as of December 31, 1997 and 1996 and the related consolidated statements of operations, stockholders' equity and cash flows for the years ended December 31, 1997, 1996 and 1995, and the consolidated financial statement schedule III, rental properties and accumulated depreciation appearing in the Company's Annual Report on Form 10-K dated March 30, 1998; and the incorporation by reference therein of our report dated October 27, 1997 with respect to the statement of revenue and certain expenses of 940 Clopper for the year ended December 31, 1996, and the incorporation by reference therein of our report dated October 27, 1997 with respect to statement of revenue and certain expenses of 1401 Research Boulevard for the year ended December 31, 1996, and the incorporation by reference therein of our report dated November 7, 1997 with respect to the statement of revenue and certain expenses of 1500 East Gude Drive and 3/3-1/2 Taft Court for the year ended December 31, 1996, all appearing in the Form 8-K/A of the Company dated November 14, 1997; and the incorporation by reference therein of our report dated November 7, 1997 with respect to the statement of revenue and certain expenses of 1201 Harbor Bay Parkway for the year ended December 31, 1996, and the incorporation by reference therein of our report dated January 6, 1998 with respect to the statement of revenue and certain expenses of Building 79 and 96 Charlestown Navy Yard for the year ended December 31, 1997, and the incorporation by reference therein of our report dated January 22, 1998 with respect to the statement of revenue and certain expenses of 8000/9000/10000 Virginia Manor Road for the year ended December 31, 1997, and the incorporation by reference therein of our report dated February 13, 1998 with respect to the statement of revenue and certain expenses of 215 College Road for the year ended December 31, 1997, and the incorporation by reference therein of our report dated January 22, 1998 with respect to the statement of revenue and certain expenses of 100 and 800/801 Capitola Drive for the year ended December 31, 1997, and the incorporation by reference therein of our report dated January 15, 1998 with respect to the statement of revenue and certain expenses of 10150 Old Columbia Road for the year ended December 31, 1997, and the incorporation by reference therein of our report dated January 20, 1998 with respect to the statement of revenue and certain expenses of 819-849 Mitten Road and 863 Mitten Road/866 Malcolm Road for the year ended December 31, 1997, and the incorporation by reference therein of our report dated March 9, 1998 with respect to the statement of revenue and certain expenses of 5100/5110 Campus Drive for the year ended December 31, 1997, and the incorporation by reference therein of our report dated April 13, 1998 with respect to the statement of revenue and certain expenses of 280 Pond Street for the year ended December 31, 1997, and the incorporation by reference therein of our report dated March 15, 1998 with respect to the statement of revenue and certain expenses of 19 Firstfield Road for the year ended December 31, 1997, and the incorporation by reference therein of our report dated May 15, 1998 with respect to the statement of revenue and certain expenses of 170 Williams Drive for the year ended December 31, 1997, all appearing in the form 8-K dated and filed on May 27, 1998, all filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Los Angeles, California July 27, 1998 -----END PRIVACY-ENHANCED MESSAGE-----