-----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, Vovt4g0Uv08uh2M0Ah7HorPPHM+h6DFatTxq2mBxl9dnT0PPOireazbFExBlZGZu cP6zeVU4gPoU10waIbQEyg== 0000912057-97-023324.txt : 19970703 0000912057-97-023324.hdr.sgml : 19970703 ACCESSION NUMBER: 0000912057-97-023324 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970702 EFFECTIVENESS DATE: 19970702 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GRIFFIN LAND & NURSERIES INC CENTRAL INDEX KEY: 0001037390 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-BUILDING MATERIALS, HARDWARE, GARDEN SUPPLY [5200] IRS NUMBER: 060868486 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-30639 FILM NUMBER: 97635528 BUSINESS ADDRESS: STREET 1: 387 PARK AVENUE SOUTH 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016-8899 BUSINESS PHONE: 2124483800 MAIL ADDRESS: STREET 1: 387 PARK AVENUE SOUTH 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016-8899 S-8 1 FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 2, 1997 Registration No. 333-________ - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 ------------------ GRIFFIN LAND & NURSERIES, INC. (Exact name of registrant as specified in its charter) DELAWARE 06-0868496 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 387 PARK AVENUE SOUTH, 6TH FLOOR NEW YORK, NEW YORK 10016-8899 (Address of principal executive offices) ------------------ 1997 STOCK OPTION PLAN OF GRIFFIN LAND & NURSERIES, INC. (Full title of Plan) ------------------ FREDERICK M. DANZIGER GRIFFIN LAND & NURSERIES, INC. 387 PARK AVENUE SOUTH, 6TH FLOOR NEW YORK, NEW YORK 10016-8899 (212) 448-3800 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: R. RONALD HOPKINSON, ESQ. LATHAM & WATKINS 885 THIRD AVENUE SUITE 1000 NEW YORK, NY 10022-4802 (212) 906-1840
CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------------------------------------- Proposed Amount Proposed Maximum Title of Each Class of Shares Maximum Aggregate Amount of of Securities to to be Offering Price Offering Registration be Registered Registered(1) Per Share(2) Price (2) Fee - -------------------------------------------------------------------------------------------------------------- Common Stock $.01 par value 700,000 $19.80 $13,860,000 $4200.00
- -------------------------------- (1) Represents the maximum number of shares that may be acquired under the 1997 Stock Option Plan of Griffin Land & Nurseries, Inc. (the "Plan"). (2) Estimated solely for the purpose of calculating the registration fee, pursuant to Rule 457(h) of the Securities Act of 1933, based on the book value of the common stock, par value $.01 per share ("Common Stock"), of Griffin Land & Nurseries, Inc. on March 1, 1997. PART I Item 1. Plan Information Not required to be filed with this Registration Statement. Item 2. Registrant Information and Employee Plan Annual Information Not required to be filed with this Registration Statement. PART II Item 3. Incorporation of Documents by Reference The following documents filed with the Securities and Exchange Commission by Griffin Land & Nurseries, Inc., a Delaware corporation (the "Company") and are incorporated as of their respective dates in this Registration Statement by reference: (1) The Company's Registration Statement on Form 10/A filed with the Commission on April 8, 1997, as amended (File No. 000-29288, originally filed under File No. 001-12879) including the exhibits thereto. (2) The description of the Company's Common Stock contained in the Company's Registration Statement on Form 10/A referred to in (1) above. 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") 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 are incorporated by reference in this Registration Statement and are a part hereof from the date of filing 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 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, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities Not applicable. Item 5. Interests of Named Experts and Counsel Not applicable. Item 6. Indemnification of Directors and Officers Griffin Land & Nurseries, Inc. is a Delaware corporation. Reference is made to Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL"), which enables a corporation in its original certificate of incorporation or an amendment thereto to eliminate or limit 2 the personal liability of a director for violations of the director's fiduciary duty, except (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payments of dividends of unlawful stock purchase or redemptions) or (iv) for any transaction from which a director derived an improper benefit. Reference is also made to Section 145 of the DGCL, which provides that a corporation may indemnify any person, including an officer or director, who is, or is threatened to be made, party to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was an officer, director, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such officer, director, employee or agent acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the corporation's best interest and, for criminal proceeding, had no reasonable cause to believe that his conduct was unlawful. A Delaware corporation may indemnify any officer or director in any action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses that such officer or director actually and reasonably incurred. Article VII of the Bylaws of Griffin Land & Nurseries, Inc. provides for indemnification of the officers and directors to the full extent permitted by applicable law. Item 8. Exhibits 4.1 Form of Amended and Restated Certificate of Incorporation of the Company. Filed as Exhibit 3.1 to the Company's Registration Statement on Form 10/A as filed on April 8, 1997, as amended (File No. 000-29288, originally filed under File No. 001-12879) and incorporated herein by reference. 4.2 Form of By-laws of the Company. Filed as Exhibit 3.2 to the Company's Registration Statement on Form 10/A as filed on April 8, 1997, as amended (File No. 000-29288, originally filed under File No. 001-12879) and incorporated herein by reference. 5.1 Opinion of Latham & Watkins regarding the legality of the Common Stock being registered. 23.1 Consent of Price Waterhouse LLP. 23.2 Consent of Latham & Watkins (included in Exhibit 5.1). 24 Power of Attorney (see signature page). Item 9. Undertakings (a) The undersigned registrant hereby undertakes: 3 (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, as amended (the "Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of this 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) shall not apply to information contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the 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. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Act, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, 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. 4 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 New York, New York, on July 1, 1997. GRIFFIN LAND & NURSERIES, INC. By: /s/ Frederick M. Danziger ---------------------------------- Frederick M. Danziger Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below, hereby constitutes and appoints Frederick M. Danziger his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments or supplements 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 attorney-in-fact and agent full power and authority to do and perform each and every act and thing necessary or appropriate to be done with respect to this Registration Statement or any amendments or supplements hereto in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. 5 Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in their respective capacities with Griffin Land & Nurseries, Inc. and on the dates indicated. SIGNATURE TITLE DATE Chairman of the Board, /s/ Edgar M. Cullman Director July 1, 1997 - ----------------------------- Edgar M. Cullman President, Chief Executive Officer and Director (Principal /s/ Frederick M. Danziger Executive Officer) July 1, 1997 - ----------------------------- Frederick M. Danziger Chief Financial Officer (Principal Financial and /s/ Anthony J. Galici Accounting Officer) July 1, 1997 - ----------------------------- Anthony J. Galici /s/ John L. Ernst Director July 1, 1997 - ----------------------------- John L. Ernst /s/ Winston J. Churchill, Jr. Director July 1, 1997 - ------------------------------ Winston J. Churchill, Jr. 6 Exhibit Index 4.1 Form of Amended and Restated Certificate of Incorporation of the Company. Filed as Exhibit 3.1 to the Company's Registration Statement on Form 10/A as filed on April 8, 1997, as amended (File No. 000-29288, originally filed under File No. 001-12879) and incorporated herein by reference. 4.2 Form of By-laws of the Company. Filed as Exhibit 3.2 to the Company's Registration Statement on Form 10/A as filed on April 8, 1997, as amended (File No. 000-29288, originally filed under File No. 001-12879) and incorporated herein by reference. 5.1 Opinion of Latham & Watkins regarding the legality of the Common Stock being registered. 23.1 Consent of Price Waterhouse LLP. 23.2 Consent of Latham & Watkins (included in Exhibit 5.1). 24 Power of Attorney (see signature page). 7 EX-5.1 2 OPINION (LATHAM & WATKINS) Exhibit 5.1 [Latham & Watkins Letterhead] July 2, 1997 Griffin Land & Nurseries, Inc. One Rockefeller Plaza New York, New York 10020 Re: Registration Statement on Form S-8 with respect to 700,000 SHARES OF GRIFFIN LAND & NURSERIES, INC. COMMON STOCK, PAR VALUE $.01 PER SHARE Ladies and Gentlemen: In connection with the preparation and filing by Griffin Land & Nurseries, Inc. (the "Company") with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), of a Registration Statement on Form S-8 (the "Registration Statement") relating to the issuance by the Company of 700,000 shares of the Company's common stock, par value $.01 per share (the "Shares"), pursuant to the 1997 Stock Option Plan of Griffin Land & Nurseries, Inc. (the "Plan"), you have requested our opinion with respect to the matters set forth below. In our capacity as your counsel in connection with such registration, we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization, issuance and sale of the Shares, and for the purposes of this opinion, have assumed such proceedings will be timely completed in the manner presently proposed. In addition, we have made such legal and factual examinations and inquires, including an examination of originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records and instruments, as we have deemed necessary or appropriate for purposes of this opinion. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies. We are opining herein as to the effect on the subject transaction only of the internal laws of the State of New York and the General Corporation Law of the State of Delaware, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agency within any state. Subject to the foregoing, it is our opinion that the Shares have been duly authorized and, when issued and sold upon exercise of the options for such Shares and payment of the exercise price therefor as contemplated by the Plan will be validly issued, fully paid and nonassessable. We consent to your filing this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ LATHAM & WATKINS EX-23.1 3 CONSENT (PRICE WATERHOUSE) Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Griffin Land & Nurseries, Inc. of our report dated April 7, 1997, relating to the combined financial statements of Griffin Land & Nurseries, Inc. which appears on page F-9 of the Form 10/A of Griffin Land & Nurseries, Inc. /s/ PRICE WATERHOUSE LLP Price Waterhouse LLP New York, New York June 30, 1997 -----END PRIVACY-ENHANCED MESSAGE-----