-----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, EiIG9+qgwnTXWB+cp8Xr32rXxel2shbb9ycz+m7ZmlPEJMkrjc7JbR4iZGx76M+3 nyXxHnJYJB+A5Iqu+qvymw== 0001047469-98-038457.txt : 19981029 0001047469-98-038457.hdr.sgml : 19981029 ACCESSION NUMBER: 0001047469-98-038457 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981028 EFFECTIVENESS DATE: 19981028 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 POS SEC ACT: SEC FILE NUMBER: 333-30639 FILM NUMBER: 98732099 BUSINESS ADDRESS: STREET 1: ONE ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2122187910 MAIL ADDRESS: STREET 1: ONE ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10020 S-8 POS 1 FORM S-8 POS AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 28, 1998 Registration No. 333-30639 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ AMENDMENT NO. 1 TO 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.) ONE ROCKEFELLER PLAZA SUITE 2301 NEW YORK, NEW YORK 10020 (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. ONE ROCKEFELLER PLAZA SUITE 2301 NEW YORK, NEW YORK 10020 (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 EXPLANATORY NOTE The purpose of this amendment to the registration statement on Form S-8 (the "Registration Statement") of Griffin Land & Nurseries, Inc. (the "Company") is to file as an exhibit thereto the consent of Pricewaterhouse-- Coopers, the Company's independent accountants, to the incorporation by reference in the Registration Statement of the reports of Price Waterhouse LLP (the predecessor to PricewaterhouseCoopers LLP), dated February 18, 1998, set forth on pages 33 and S-3 of the Company's report on Form 10-K for the fiscal year ended November 29, 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") are incorporated as of their respective dates in this Registration Statement by reference: (1) The Company's Registration Statement on Form 10 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 referred to in (1) above. (3) The Report on Form 10-K of the Company for the fiscal year ended November 29, 1997. (4) The Report on Form 10-Q of the Company for the 13 weeks ended February 28, 1998. (5) The Report on Form 10-Q of the Company for the 13 weeks ended May 30, 1998. (6) The Report on Form 10-Q of the Company for the 13 weeks ended August 29, 1998. (7) The Report on Form 8-K of the Company dated April 29, 1998. (8) The Report on Form 8-K of the Company dated May 21, 1998. (9) The Company's proxy statement for its 1998 annual meeting of stockholders. 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 7. Exemption from Registration Claimed Not Applicable. 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 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 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 (filed previously as part of this Registration Statement). 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of Latham & Watkins (included in Exhibit 5.1). 24 Power of Attorney (filed previously as part of this Registration Statement). 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 October 28, 1998. GRIFFIN LAND & NURSERIES, INC. By: /s/ Frederick M. Danziger ---------------------------------- Frederick M. Danziger Chief Executive Officer 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, * Director October 28, 1998 - ----------------------------- Edgar M. Cullman President, Chief Executive Officer and Director (Principal * Executive Officer) October 28, 1998 - ----------------------------- Frederick M. Danziger Chief Financial Officer (Principal Financial and * Accounting Officer) October 28, 1998 - ----------------------------- Anthony J. Galici * Director October 28, 1998 - ----------------------------- John L. Ernst * Director October 28, 1998 - ------------------------------ Winston J. Churchill, Jr. * By /s/ Frederick M. Danziger -------------------------- Frederick M. Danziger Attorney-in-Fact 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 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 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 (filed previously as part of this Registration Statement). 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of Latham & Watkins (included in Exhibit 5.1). 24 Power of Attorney (filed previously as part of this Registration Statement). 7 EX-23.1 2 CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-30639) of Griffin Land & Nurseries, Inc. of our report dated February 18, 1998 which appears on page 33 of the Form 10-K of Griffin Land & Nurseries, Inc. for the fiscal year ended November 29, 1997. We also consent to the incorporation by reference of our report on the financial statement schedules, which appears on page S-3 of the Form 10-K of Griffin Land & Nurseries, Inc. for the fiscal year ended November 29,1997. /s/ PRICEWATERHOUSECOOPERS LLP PricewaterhouseCoopers LLP Hartford, Connecticut October 23, 1998 -----END PRIVACY-ENHANCED MESSAGE-----